The Scarlet Spider
by SOLDIER-MS
Summary: A fifth Spiderman clone is created and manipulated into killing Peter Parker. In order to deal with his guilt he continues the fight, creates his own identity while also avoiding capture from S.H.I.E.L.D and investigating the mastermind behind the Clones
1. Prologue: Guilt

Disclaimer: Any characters and places in the Ultimate Marvel comics are property of Marvel, not me sadly

This is my first Ultimate Marvel fanfic and introduces the Ultimate version of the Scarlet Spider, it's an Au and takes place before the Ultimate Knights storyline of Ultimate Spider-man

* * *

The Scarlet Spider 

Prologue: Guilt!

It was an old abandoned warehouse sometimes called by Peter Parker and Mary-Jane Watson the old place. The boy was crouched on the floor several tears on his red and blue costume as well as cuts and bruises on his body, though he wore an identical costume he was not Spider-man, he was not Peter Parker. In his opinion he was a mere copy of life, and a tool for someone else the only reason he existed was for the terrible crime he had committed. And worst of all he did it at first without any doubts but then he felt worse than he would probably ever feel because he would bear the guilt for the rest of his life.

"Why did I have to be so foolish, why did I allow myself to be manipulated, why did I kill a good person?" he cried asking himself the question looking for an answer as he painfully recounted everything that had happened to this point.

* * *

He awoke in an apartment; the memories of fifteen years implanted within him the lies that he allowed himself to believe that he was fifteen when he had only been in this world for a few days or a week at best. No parents, at least that was true, according to his implanted memories the Kingpin had killed them, which was why he took a costume and used his mutant Spider powers to gain revenge. 

The clone looked to his side seeing a paper with the title "Spider-man: Hero or Menace!" and swore as his implanted memories told him of his made up encounters with an impersonator.

'Time to do what I decided to do last night, find this guy and shut him down permanently before Fury gets his hands on him' The clone thought as he put on his spider-man costume a perfect copy of the originals unlike him who was different in appearance as well as attitude.

He swung across the city almost the exact same way that the real Spider-man did. It was the weekend so he wouldn't need to worry about school, his delusional impersonator would likely seek him out as he did the last time. The clone landed on the spire of the Empire state building and frowned as a news helicopter flew around him.

* * *

Elsewhere on an island complex known as the Triskelon General Nicholas Fury of the organisation known as S.H.I.E.L.D sat in his office overlooking paper forms with specs on the latest additions to the complex's research facility, Scorpion an identical clone of Peter Parker who had a cybernetic tail grafted onto his spine and the clone of Gwen Stacy who would randomly change into a blood red vampiric creature that had come to be known as Carnage. 

"_General Fury sir, sorry to bother you but you may want to turn your TV on right now!" _Fury's receptionist said on the phone. The one eyed General sighed as he turned on the miniature television screen on his desk and widened his eye at what he saw.

"What the hell?" he asked.

CNN was recording a fight between two Spider-men, Fury changed the channel and saw that the usual repeat of CSI was cancelled in favour of a live video recording of the fight between the twin Spider-men as the high school geeks filming called them. The soldier grinded his teeth together as every channel he switched to cancelled their usual programs for the fight. He picked up his phone and began dialling a few numbers.

'Even if they're independent now Peter will need some help from the Ultimates' Fury thought.

* * *

At the Xavier mansion in Westchester the still grieving X-men were also faced with some shock. Bobby Drake had turned the TV on to change the mood in the living area but instead of Scrubs he found two red and blue costumed teenagers punching each other in the streets. 

"Oh my god!" Kitty said springing up off her chair and staring at the screen intensively. She turned her head towards the current principal of the school Scott Summers.

Scott knew exactly what she was going to ask and shook his head "I'm sorry Kitty but as much as I want to I'm afraid we don't have a way of getting there with the jet destroyed" he said sincerely.

"We don't need a freaking jet to get to New York Summers that's why bikes and cars were invented besides it would actually cost us less money paying for car fuel than paying for jet fuel" Logan said getting of his seat leaving his beer behind.

"And don't forget some of us can fly" Ororo said following Logan as he put his brown leather jacket on and walked to the garage. Kitty phased through the walls and jumped onto the back of Logan's motorcycle.

"They're going to a super hero fight without costumes, what's the world coming to?" Bobby asked throwing his arms up in defeat as he, Rogue and Piotr Rasputin walked to the garage and got into one of the cars.

"Well Slim they do bring up a point, it might just be one guy but they could get hurt and knowing Kitty if Peter gets hurt she'll do something she'll regret" Jean said rubbing her boyfriends shoulder.

"Literally just a few hours after the professor's funeral and another thing happens" Scott squeezed his fists in anger. "As soon as we finish helping Peter then we're done with super heroics"

* * *

Earlier in Queens at the Parker residence the real Peter Parker had seen the Daily Bugle's video of a man in a Spider-man costume standing on the top of the spire of the Empire State Building. 

"The things people do for some attention" May Parker said shaking her head disapprovingly.

"I should go if that guy ends up getting himself killed then the media will have a field day, "Spider-man's mind controlling influence causes a innocent man to climb up the Empire state building and jump off"" Peter said joking as he always did.

"Please be careful Peter" May said sincerely.

"Don't worry Aunt May it's just some nut with really good climbing equipment who likes to dress up as me, I'll be back later ok" Peter said smiling as he grabbed his bag and walked out of the door leaving his concerned Aunt behind.

A few minutes later the real Spider-man Peter Parker swung through the city of New York towards the building where his doppelganger waited for him.

"I knew you'd come" the clone said his voice filled with rage.

"Did you now?" Peter asked his voice in a mocking tone.

"Did you think that you could take my name AND GET AWAY WITH IT!!" The clone leapt at Peter grabbing him and pushing him off the edge of the building.

"That's my line" Peter smiled as he and the clone grappled with one another as they fell off the building. However much to Peter's surprise it took a full on kick to get the clone off of him and even then he was surprised as the clone launched two webs from his wrists sticking to Peter's shoulder, her pulled on the lines catapulting himself at Peter and kicking him in the chest.

'Man who the hell is this guy, he kicks as hard as anyone's ever kicked before, well maybe not as hard as the Goblins could' Peter thought as he shot a web onto one of the flagpoles that stuck out of the building, he used the line to swing himself back onto the building. He climbed up towards the clone dodging one swift kick with one quick movement of his neck.

"Who are you another clone that the CIA had created?" Peter asked.

"Your more delusional than I thought, you actually think you're the real Spider-man" The clone said punching Peter away from the wall. Peter shot a web line at the clone catching his shoulder; he then spun around and threw the clone across off the wall of the building and towards the building opposite.

However the clone spun in midair and landed his feet softly on the brick wall rebounding towards Peter. The Clone punched Peter across the face then grabbed his shoulders and threw him through the window of the empire state building. Peter shook his head as he got up off the floor, there was a tear on the shoulder of his suit and his right eye lens had been cracked. He shot two webs either side of the window he had crashed through and pulled back using the webs as a slingshot to launch himself at the clone. Both Spider-men crashed onto the bonnet of a cab car. They got up shaking their heads before punching each other across the cheeks; the clone however was not pulling his punches and sent Peter flying off the car and colliding with a bus. Peter shook his head and frowned as he decided to get serious, no more words were spoken as the traded brutal punches and kicks, they swung across the city occasionally landing a hit on one another or crashing through the window of an office building and wrestling each other more. The clone head butted Peter then punched him in the stomach. Peter then landed on his back and thrust his legs into the clone's stomach. The clone grabbed Peter's head tearing a bit off the back of his mask then smashing his head against his knee. Peter got up off the floor and punched the clone so hard in the face that his left eye lens cracked and scattered across the floor. The clone wrapped his legs around Peter's neck and threw him backwards into a brick wall.

* * *

Meanwhile a S.H.I.E.L.D drop ship containing a few S.H.I.E.L.D agents as well as Captain America, Hawkeye and a recent new addition the Black Panther. While the S.H.I.E.L.D agents loaded the weapons filled with Tranquilliser darts the three Ultimates braced themselves for the upcoming fight. 

"By the time we get there they'll both be too tired to fight back" Hawkeye said loading one of his pistols.

"We're only here for the copycat Hawkeye, as soon as we capture the pretender then we hand him over to S.H.I.E.L.D. authorities" Captain America said.

"We're five minutes from the drop zone" The squad leader of the agents said loading a clip into his rifle.

* * *

Peter cursed his dumb luck as he was once again thrown through a brick wall and onto the hood of an abandoned taxi car. His clone jumped on top of the car and began pounding Peter's face senseless, Peter moaned as he spun a web at a post box behind the clone, he mustered all of his strength and pulled the mail box towards him crashing it on the clones back. With the clone temporarily distracted Peter again mustered his strength and delivered a crushing blow to the back of the clones head, however the clone was far more determined than his predecessors and delivered an uppercut to Peter's jaw. Peter clutched his mouth having felt some of his teeth shatter with that blow, he never really realised how strong he actually was considering he pulled his punches most of the time. However he had no time to attack again as the clone tripped him up and grabbed his mask. 

"QUIT HIDING BEHIND THAT MASK COWARD!!" The clone yelled tearing a bit of the mask off revealing Peter's bruised mouth.

Peter bit down on the clones fingers, he howled in pain before punching Peter away from him and shaking his hands. Both grabbed and pulled on the hair that stuck out of the back of their torn masks and forced each other to the ground, Peter threw the clone into an alleyway pulling out a few strands of the clones brown hair.

Helicopters from various news stations circled the city recording the brutal and bloody fight between the two Spider-men. Some of the news reporters commentated the fight as if it was a sports game while others talked more professionally.

Both Spider-men yelled as they smashed their fists together their fight having reach the rooftop of yet another building. The clone then slammed his head into Peter's ignoring the pain before he was punched in the stomach and sent staggering back. He growled in anger before yelling out and gathering his strength into one punch to Peter's stomach that sent him to the floor.

Across the city people who watched the fight on their TV's began turning them off or sending their children out of the room. In the Parker house in Queens May began shedding tears as she watched her nephew being beaten to a bloody pulp. Mary Jane cried her heart out uttering words of mercy ignoring the looks of her mother.

* * *

"Oh my go he's actually killing him, REED WE NEED TO GET THERE NOW!!" Johnny Storm the Human Torch yelled before setting himself on fire and flying out of the Baxter building leaving a burnt hole in the window he flew through.

* * *

"The brutality of it all is just too much to bare, is this Spider-man's last hour or is it only proving how right the Daily Bugle and the police have been about him?" A woman news reporter said looking at the scene from her helicopter in shock.

* * *

"God damn it I'm so confused, is that Spider-man being beaten to death or is it the pretender, it's just too much to bare" Kong said as he and a few school friends watched the fight from his house. Liz Allen held her mouth and ran to the bathroom to vomit and Flash grinded his teeth together, even if he was no fan of spider-man he never would of wanted this to happen.

* * *

The clone stood over Peter's motionless body breathing aggressively. He reached for the boys mask and tore it off gasping at what he was. Peter's face could barely be identified, it was bruised, bloody and practically crushed from the beating he had been given and his black eyes were now lifeless. The clone looked at his trembling and bloodied hand and suddenly clutched his head in pain as memories of another life a life he had just taken flooded into his mind. He gasped as he fell on his hands and knees staring at the form of the boy he had just beaten to death, a hero he had removed from a world that needed them. 

'No way, I remember my life, or was it just a twisted version of his, oh my god I killed him I killed him I killed him!' The clone screamed looking at the helicopters around him with tears under the cracked lenses of his mask. 'I took him from Mary-Jane, I took him from May, why was I so foolish?' He asked himself until his spider-sense began ringing. He slowly got up off the floor and looked to see a S.H.I.E.L.D. drop ship floating beside the building he was on. 'Great just when I thought my mood couldn't get any worse!'

The drop ship opened its doors and a swarm of soldiers wearing light blue costumes with the S.H.I.E.L.D insignia on their shoulders flew towards the Spider-man clone.

Next Chapter 1: The manhunt begins

* * *

Tell me what you think, next chapter features the FF, X-men and the Ultimates (from Ultimates 3) as well as the worlds reaction to Spider-man's/Peter Parker's death. And nobody point out that there's already a Ben Reilly in the Ultimate universe because I already know what I'm going to call the clones alter ego, it's a name fans of the Avengers Initiative comics should know well. 


	2. Chapter 1: the Manhunt begins

Here's next chapter of the Scarlet Spider, Disclaimer: I dont own anything related to Marvel

* * *

The Scarlet Spider

Chapter 1: the Manhunt begins

Someone once said that discretion was the better part of valour, and the Spider-man clone took his advice as he ran and jumped off the building shooting a web and swinging away from the scene pursued by the S.H.I.E.L.D. transport. The agents all gathered around Peter's battered body taking a moment before their leader checked his pulse. At that moment Johnny Storm landed on the building wearing his FF uniform with a look of concern for his friend.

"Hey is he ok?" Johnny asked the agent who shook his head.

The Human Torch fell on his hands and knees with tears running down his face. He grinded his teeth together and his tears soon evaporated into steam as he burst into flames and flew off. The clone had began to make some distance between himself and the S.H.I.E.L.D. transport until something hot pushed past him sending him crashing onto the hood of a car. He groaned as he rolled onto the path and got up off his feet turning his eyes to the Human Torch who had flew down to face him, the one who murdered one of his only friends.

"Please wait I know I deserve to be burnt at the stake for this but I'm a victim too" The clone explained or at least tried to but Johnny didn't listen as his flames became more fierce.

"You're not going to burn at the stake punk, you're just going to burn for this you MURDERING BASTARD!!!" he yelled out.

The clone's eyes widened as his spider sense alerted him of the incoming explosion, but he didn't even need that to know that he needed to jump away, and jump was exactly what he did. He jumped over Johnny just as he blew up in a small explosion of flame; the clone landed on one of the rooftops thanking whatever god there was that he was alive. But yet again the clones spider-sense alerted him of danger and he rolled to one side just as a sword slammed into the ground. The clone looked at his attacker a blonde haired girl wearing white clothing carrying an impossibly large sword; the most amazing sight to behold was the black winged horse flying above them.

"Wait a minute weren't you one of the Defenders?" The clone asked.

"Let me guess you were one of the punks laughing at us, well some of us aren't losers anymore asshole not that you'll need to worry about it, I never liked Spider-man but I never would of wished that upon him" The Valkyrie said with the light shining off her sword.

The spider-man clone shot a web at Valkyrie's feet then tugged on the line sending her hurtling onto her backside. This only angered the giant horse above them and the clone didn't want to stick around to find out how powerful horses hooves were. He jumped from rooftop to rooftop with images of Peter's battered face flashing through his mind. Guilt overcame him as he came to an alleyway not caring about those who saw him; he broke down into tears smashing the brick walls around him.

* * *

Elsewhere the X-men had arrived at the scene and gathered around Peter's body. Kitty had dropped onto the floor and let all her tears drop onto Peter's chest while Ororo and Jean hugged her. Colossus had left a two foot craters in the ground as he turned into his organic steel form squeezing his metal fists together in anger for his fallen comrade. Logan's features were unreadable while Bobby was in utter shock and Scott had more of a look of sympathy for Kitty. Their eyes turned to another S.H.I.E.L.D. transport, which touched down and opened to reveal Captain America and the newest of the Ultimates the Black Panther. The transport took off leaving Cap and the Panther behind.

"Who did this Captain, who was it?" Cyclops asked.

"I'm afraid we have no idea at the moment" Cap said as emotionlessly and professional as a soldier was expected to be.

"Bullshit!" Logan growled speaking for the first time since they arrived "You and Fury know who did this so don't you lie to us, Kitty here dated the kid and I may not have been a fan but I still respected him" Logan said stepping up to Captain America much to the surprise and shock of the S.H.I.E.L.D. agents gathered.

"Tell me, Peter's dead and I want to know who did it and why it was done" Kitty said with anger in her voice.

"I'm afraid that information is classified" the Captain said.

"Oh for Christ don't bull shit it was a damn clone of him wasn't it that's the only way anyone could have used his powers" Logan said.

"Where is he, I'll tear his damn heart out for what he did" Kitty cried banging her hands against Captain America's chest.

"No you wont Kitty, we aren't getting involved in this" Scott said.

"Correction you aren't getting involved in it Summers, me I'm going to rip the guys throat" Logan said walking towards the edge of the building. He was about to jump off until Ororo grabbed him and flew with him while Colossus followed marching through the streets in his steel form.

"I'll kill him I'll kill him" Kitty moaned in grief.

"Now now girl, just sleep ok" Jean said putting a telepathic command behind her words and sending Kitty into a deep sleep.

"What are you going to do?" Rogue asked Bobby who shook his head in confusion. "Well I know what I'm going to do, squeeze me sugah just need to borrow something" Rogue removed one of her gloves and touched one of the super soldiers cheeks absorbing his strength and flight powers.

Rogue took flight followed by Bobby who hesitantly followed on his ice slide. The rest of the Super soldiers and Captain America and Black Panther soon followed after them.

* * *

"I don't deserve this, he didn't deserve this!" The clone cried in the alleyway taking this moment of rest to curse himself yet again.

"Well what do you know, freaks made from test tubes actually are human" A voice said from the edge of the alleyway.

The clone's eyes widened as he looked upon Hawkeye with a new purple costume and a whole squad of soldiers behind him. He got up off the ground and braced himself for impact, the soldiers and Hawkeye fired their rifles launching a volley of tranquilliser darts at the clone who with the aid of the spider sense managed to jump and dodge each one. Yet again the clone mustered his strength and jumped into the air and onto the one of the building rooftops, he ran and swung across the buildings dodging the bullets and arrows that were launched at him from the pursuing Hawkeye. Valkyrie rode atop her horse Aragorn hacking at the clone who jumped onto the flat edge of the blade and jumped through a window of an office building. He shook his head off and ran through the office ignoring the screaming receptionists and throwing any pushing any paper pusher or security guard that tried to stop him away from him as he crashed through another window and continued web slinging towards Queens.

* * *

"Agent's Carter and Woo I want you two to get to Queens and secure Peter's aunt, get her here and knock her out if you need to, Agent Quatermain you talk with Mary-Jane ask her everything she knows about Peter, the places they hanged out and so forth, Tinkerer I want you to put the Slayer's on standby, the rest of you will come with me and Agent Bridge" Fury gave his orders with professionalism but underneath it all he wanted nothing more than to shoot the clone in the head with the plasma cannon he carried.

* * *

"Shit shit shit shit SHIT!" the clone yelled as he dodged shot after shot fired from the S.H.I.E.L.D. and police helicopters. He then ducked under the swing of Valkryies sword the jumped over Captain America and resuming his swing until he felt something cut his web.

The clone rolled across the ground shaking his head and looking up to see an African American soldier wearing a harness with steel wings flying over him. A flash of the spider-sense alerted the clone of Hawkeye's in coming arrow, which he promptly dodged with a roll to the side, yet again his spider-sense flashed and he jumped over a fireball launched from the Human Torch. He ran away from the gathering heroes not bringing himself to face the X-men however as he swung across the city his spider-sense rang yet again warning him of something that seemed invisible…the clone jumped off his web line and onto a wall created by the Invisible woman, he then jumped off the wall and fired another web line deciding to take another path to queens.

"Wasp, Quicksilver and Scarlet Witch I want you to head him off" Steve Rogers spoke into his radio.

"On it Captain!" Quicksilver said zipping across the city at speeds faster than anything could keep up with.

"I'll leave him to you brother alls I have to do is alter the probability of his web line snapping" The Scarlet Witch said brushing her brown hair out of her eyes and clapping her hands together as they sparkled red like her costume.

Much to the clones surprise his web line suddenly snapped and he was sent plummeting onto a taxi car. "DAMN IT!!" he yelled as one of his web shooters had been jammed, most likely the work of the Scarlet Witch's probability altering. His spider sense went off and guessing what was about to happen he held out his arm to the side and the super fast Quicksilver slammed headfirst into the clones elbow. The clone kicked Quicksilver in the chest then decided to run as fast as he could, he then felt a stinging sensation at the back of his head and turned around to see Wasp buzzing around him zapping him with her stingers.

"Are you serious?" he asked before flicking Wasp away from him and resuming his run.

* * *

"He shouldn't be getting too far he is wounded after all" Fury said grinding his teeth together in anger as he was flown to the chase in a chopper.

"He seems to have more determination then anything sir" Captain America said over the radio. "He's knocked Quicksilver out and that spider sense would only alert him of us, the X-men are also after him"

"Shit!" Fury growled knowing full well that the X-men would probably tear the clone apart.

* * *

"Please wait, I was set up!" The clone said as Colossus, Iceman and Rogue backed him into a corner of an alleyway.

"Save it buddy, now do yourself a favour and fall down and we might keep you safe from Kitty" Rogue said glaring at the clone.

"Oh god Kitty, I killed her boyfriend! NO!" He yelled taking on a defensive stance. "I WONT SURRENDER OR DIE YET!!" he ran at the three X-men ignoring his wounds, he jumped over Bobby's ice blast and back handed the X-man as hard as he could across the face.

Bobby widened his eyes in surprise as he felt the side of his head crack a bit and knew that he should back off if he didn't want to end up with a hole in his chest. Rogue removed both her gloves and jumped at the clone clawing at his mask trying to touch his face. The clone grabbed Rogue's wrists and jumped and kicked her in the chest, he landed on his back and jumped over Colossus just as his iron fist crashed into the ground. Colossus felt the clone grip his shirt and belt and much to his surprise the clone yelled as he picked Colossus up off the floor, both Iceman and rogue stared in shock as the clone threw him into a brick wall.

He ran out of the alleyway and yelled at the air "ALLS I WANT IS TO BE LEFT ALONE WITH MY GUILT!!!"

"You'll get plenty of time alone in hell" a voice whispered.

A strong gust of wind lifted the clone off his feet and slammed him into the hood of a car. The clone jumped onto his feet just as a thunderbolt slammed into the hood of the car however the shockwave from the resulting explosion threw the clone forwards. He got up off the floor sighing in hopelessness at his situation; he just didn't have any more fight left in him as he reached the warehouse that Peter had used during his time as Spider-man. He sat down on the floor and waited for S.H.I.E.L.D. to arrive cursing himself and thinking of how much the world hated him right now.

* * *

_"Today a fight broke out between two people dressed as Spider-man, impersonators, the real one and an impersonator, at this time we do not know however S.H.I.E.L.D. soldiers have discarded the body of a young student from Midland high in queens, one whom Daily Bugle reporter Ben Urich has identified as Peter Parker, so is he the real Spider-man, did he die defending his honour and name or was he just another impersonator trying to be great and ended up as the first of spider-man's perhaps long list of dead innocents"_

"You've got to be shitting me!" Kong said getting up off his chair and staring at the TV screen. When the occupants of his living room heard Peter's name Flash had spat his beer on the floor laughing at the thought.

"Little Peter Parker Spider-man, don't joke around Kong" Flash said laughing.

"You don't seem to heartbroken about our class mate being dead" Kong said looking at his supposed best friend.

"Well why should I be, it is only Parker Kong!" Flash said casually.

Kong grinded his teeth together before grabbing Flash by the collar and slamming him into the wall. "JUST PARKER, PETER WAS FIVE TIMES NO TEN TIMES THE MEN WE WERE!!" Kong yelled.

"Kenny what's going on?" Kong's mother asked coming into the room.

"Nothing mom I'm just throwing out some garbage" Kong grabbed Flash by the back of his hair and his belt and proceeded to throw Flash out of the front door. That wasn't quite the end of their long friendship though.

"You can't do that to me" Flash said getting up off the floor and wiping his cut lip.

"I JUST DID ASS HOLE NOW GET OUT OF MY SIGHT BEFORE I SMASH YOUR HEAD IN LIKE PETER'S WAS!!" Kong yelled.

* * *

At Mary-Jane's house the love of Peter's life had rushed to her room upon seeing the news report of Peter's demise. She ignored the questions she got from her mother and merely cried her heart into the pillow; she was virtually paralysed with grief and the world outside her didn't exist anymore. She wanted it to have all been some nightmare, she wanted to see Peter's smiling face again and to feel his touch, to listen to his voice. But none of her prayers were answered, the man she loved had been taken away and all she had room for today was her grief and sorrow. Her hatred would come later.

Mary-Jane wasn't even aware nor would she have cared about the ambulances and S.H.I.E.L.D. agents standing outside the Parker home. The pure shock that had engulfed May Parker had been too much for her brittle heart.

"It seems his death pushed her over the edge, this is worse than the case she had a few weeks back, at this point only time will tell whether she'll live through it or not" the Doctor explained to S.H.I.E.L.D. agents Carter and Woo. Another man stood outside May's room wearing a trench coat with his badge clipped to his belt. He stood with the professionalism that was expected of any soldier which was reflected in his shaved head and boots.

"Jenkins here!" He said answering his radio.

"How's her condition?" Fury asked on the radio.

"I think she'll live for now, whether she can carry on without the boy is anyone's guess, this isn't my place sir but if we really want her and the Watson girls cooperation I think we should bring in Doctor Samson" Jenkins explained.

Fury wiped his head with his sleeve in frustration "After all this it's only natural they'd snap, fine if we don't catch him we'll need Miss Watson and Mrs Parker's help to find the clone so I'll call in Samson, I hate working with that guy" he sighed.

"True he can hardly be classed as military personnel but you cant deny he's an amazing psychologist, Agent Jenkins out!"

* * *

He had never dreamt once in his life, then again the dream wasn't his it was the boy he killed. Peter was five years old again wearing glasses and living without a care in the world playing with Mary-Jane and Eddy in his back garden while their parents talked and Uncle Ben burnt the burgers only to smile and change the subject with a few gags which Richard joined in on. But something changed in the dream, the clone was standing there all of a sudden, he was a part of it, he was welcomed like family. His bruises were gone and his costume was replaced with a simple pair of Jeans and a shirt which showed off his toned abs, the happiness seemed to spread like some kind of disease and he ran his hair through his neck length brown hair. The clone sat down on the steps and watched the five-year-old Peter and Mary Jane play on the sidewalk outside their house in queens. Everything seemed to go grey again as the clone's depression returned.

"What's with the long face buddy?" the clone turned his head back to the door of the house to see a grey haired man with a kind expression which no doubt held great wisdom.

"Your Peter's Uncle Ben?" the clone asked as Ben sat down beside him.

"In a way I'm your Uncle too son, after all you share Pete's DNA even if you were physically altered, you're a bit like him too you know" Ben said.

"How am I like Peter? Peter was a good person, I'm just a murderer and a cheap imitation"

"What makes you a good person isn't the deed but the feelings you felt, what do you feel?"

"Like crap!"

Ben chuckled "You see that's what makes you like him, the fact that when things get tough you take it this hard, your not a carbon copy, no one can be that you're an individual" he said patting the teenager on the shoulder.

"I can never be what he was" the clone said with tears in his eyes.

"Of course not, you can be yourself, decide for yourself who you want to be, make your own favourite things, your own dislikes your own hobbies your own name! And if it just so happens to be similar to Peter's well what can you do, live son because you cant expect Fury to solve this thing without help" Ben smiled and the clone nodded his head.

"My own life, something new but similar…thank you Uncle Ben!"

* * *

Fury and his soldiers had finally reached the warehouse but what they found was useless to them. A torn Spider-man shirt and radio reports of a break in at the Parker house, apparently someone had stolen Peter's clothes. The General kicked a piece of cardboard in frustration.

"I want a team put together, we're going to find this clone and I don't care what condition he's in so long as he can tell us who the hell was behind all this" Fury said.

* * *

A few days' later things hadn't returned to normal in Midtown high, the talk of the school had been Peter Parker's death. Betty Ross the public relations officer of the former Ultimates had publicly revealed Peter Parker as Spider-man and Fury had declared a man hunt for the murderer and Tony Stark was offering a Five million dollar reward for any information that could lead to the clones capture. Naturally people were looking for anyone with a close resemblance to Peter.

"Is the team ready?" Fury asked a S.H.I.E.L.D. agent on the Triskelon.

The agent nodded his head and pressed a button on a console, the door in front of Fury slowly opened revealing those who would hunt down the Spider-man clone. They didn't look like soldiers considering that they weren't wearing military uniforms, they were more like a super hero team. One of the hunters wore a suit of blue and silver armour with a jet on his back and wings that folded, you could partly see his eyes through the orange visor, he also had a thunderbolt symbol on his shoulder. The second member of the team was gigantic towering over his team mates at eight feet, he wore military boots and a sleeveless red suit similar to one that Hank Pym had designed for his time as Giant-man, a pair of goggles hung loosely around his neck, like his team mate he had a thunderbolt symbol on his belt buckle while their was an A on his chest and back. Another team member was one of two female members, her hair was a mixture of pink and white and her suit was mainly made up of bleu and white colours, she wore two gold arm bands and a pair of gold shoulder guards, the buckle on her belt also had a thunderbolt insignia on it. The second female unlike her team mates didn't have a thunderbolt insignia on her costume which was white with a gold oval on her chest, gold boots and gloves and a mask that left her eyes and mouth exposed and also had a hole at the top which revealed her long flowing blonde hair, she and the other female seemed more like models than soldiers. Another member of this strike force had various cybernetic implants on his body, he had replaced his left arm with a machine and his right eye with a device that included a two small red eyes and a scope. The final member wore a purple suit with a silver mask covering his face, he carried a scimitar on his back which was partly covered by his long cloak, on his right shoulder was silver armour while on his left was armour patterned after an American flag.

"Citizen V, Mach, Atlas, Songbird, Fixer and Moonstone, your identities have all been created for the sole purpose of catching the Spider-man clone who murdered Peter Parker, by any means necessary I want him brought in" Fury explained.

"Don't worry sir I assure you we'll bring him in even if we have to break his legs and drag him here kicking and screaming" Citizen V said in a tone you'd expect from a professional soldier.

"Operation just like lighting has begun" Fury said.

* * *

Three days later at Midtown High things had started to get back to normal, Mary Jane was going back to school after spending the last few days at home and Kong and Flash now sat apart in their class, the past few days they had been grieving in detention after a fight broke out between them, a fight in which Flash received most of the bruises and most time in detention.

"Now class I know these past few days have been hard for you but I would like you guys to try and return to normal around here, but if things are still hard for you and you would like someone to talk to our newest member of staff Dr Karla Sofen said she would be more than happy to talk with you, she said she cant be here today because she has an important appointment in her office, Dr Sofen is a gifted psychologist and she herself as been through her fair share of grievances so she knows what each of you may be going through" The Principle explained to Mary Jane's class.

She didn't really pay much attention; she was just focused on the seat beside her, the seat that Peter once sat on. Very few people were paying attention in fact, Flash and Kong were exchanging glares every few minutes while Liz Allen was more focused on trying to listen to the principal.

"Now I would like to start the day by introducing two new students, one of them is quite famous and has told me she will answer any question you have for her, you may come in now!" The principal said and the door opened revealing two new additions to Midtown high school, one a very familiar girl with brown hair and a Star of David chain tied around her neck. "Class meet Katherine Pryde and…I'm sorry I couldn't remember your name" This caused the boy standing behind Kitty to sigh, most eyes turned to the two new arrivals as they walked into the front of the class.

Kitty everyone recognised but the teenager beside her attracted every one's curiosity, he wore beige slacks and sneakers, he carried a red duffle bag on his shoulder and wore a blue muscle shirt with the words MVP on the chest. He had well toned abs and long brown hair that went down to his neck as well and brown eyes that showed great confidence which was reflected in his proud posture and stance as well.

"My name is Michael Van Patrick, good to meet you all!" he said with a smile.

Next Chapter 2: MVP!

* * *

Read and review please, I know I said this chapter would focus on the worlds reaction but I just decided to focus more on the clones side of things for now. The team fury's put together is basically the first version of the Thunderbolts although Atlas has more of a military look like the Giant-men in the Ultimates and Moonstones wearing her current costume. Next Chapter will focus on characters like Mary-Jane, Flash and Kong, the people that knew Peter on the day to day basis and their reactions to Peter's death as well as how they'll interact with and get to know Kitty and Michael Van Patrick. 


	3. Chapter 2: MVP

Disclaimer: I dont own Spider-man or Ultimate Marvel

The Scarlet Spider

Chapter 2: MVP

Mary-Jane sat on the leather seat of the psychiatrist's office. She had taken the principals advice and decided to speak with Karla Sofen, a blonde haired woman whose beauty wasn't hidden by the business dress she wore. They had spent the day mainly reflecting on Mary Jane's relationship with Peter mostly how it had begun.

"I heard you didn't go to the funeral, why not?" Karla asked.

"Why should I have gone, it was too painful to even think about, Peter had been such a good person and someone just killed him, and Peter didn't even know why, he didn't die protecting the planet from some global threat, he didn't die defending the innocent from the Green Goblin or one of the other maniacs he fights, he died fighting some punk who didn't even justify himself" Mary-Jane explained bitterly.

"What about your mother how did she react to you knowing about Peter being Spider-man?"

"At first she tried grounding me then I just grounded myself, she said that she always knew Peter was trouble but once she realised something she took a different tune"

"What was it she realised?"

"That I fucking loved him!" Mary Jane said curling up on the seat and crying her eyes out.

* * *

Kitty Pryde curiously poked her head round the corner of the corridor. She had been watching the other new student Michael Van Patrick. Her curiosity was mainly triggered by the way he had defended her in class from a rather curious and disrespectful senior student Jessica Jones whom had tried to get an interview off of Kitty. She had the nerve to ask her questions like what was Spider-man's idea of a good time, and Kitty knew that she was going to ask her whether she was in love with Peter if not for Michael stepping in.

"_Jessica!" Michael said._

"_Yes" Jessica Jones said._

"_Let me give you some advice on being a reporter, if you want to be a reporter who doesn't get her face pounded in don't go asking questions concerning someone's deceased boyfriend…just a bit of friendly advise!" Michael smiled._

Of course what the teacher perceived as a threat had earned Michael a detention on his first day. But Kitty was thankful for the boy; the rest of the class went well apart from Liz Allen acting nervous around her. Next had been gym class in which Flash was eager to beat everyone in basketball again, but fortunately the jock had been outdone by Michael Van Patrick or as Kong and a few of the other students had began calling him MVP.

_The coach blew the whistle and the ball was sent bouncing towards Michael. He cockily smiled as Flash ran to intercept him, bouncing the ball across the floor he easily ran past Flash and through a gap in the opposing teams defence, the girls watching gasped as MVP jumped up and slam-dunked the ball into the hoop. There was a moment of silence till Kong cheered and Michael's team ran up to him patting him on the shoulder and ruffling his hair. Next match Flash's team started with the ball._

_"Scuse me!" Michael said taking the ball off Flash and dribbling it past two players. "Kong catch!"_

_"Oh no you don't" Flash said as he and the players covering Michael rushed towards Kong._

_"Cyke" Michael sniggered and threw the ball at the hoop scoring a three pointer._

"You know it's pretty rude to spy on people" Kitty jumped at the sound of Kong's voice behind her.

"Oh sorry Kenny!" Kitty said.

"Don't apologise to me, and please its Kong" Kong said waving his hands. "So why exactly are you watching MVP anyway?"

"Well you have seen some of the things he did in gym class, and even with the theory classes he exceeded everyone, I was wondering if he was a mutant…you don't have anything against them do you?"

"No my opinions on people aren't based on what their genes look like" Kong said. "Still you've got a point he did do surprisingly well at the sports and the science classes, he's almost like a jock version of Peter"

"Yeah!" Kitty said lowering her head.

Kong slapped his forehead "Idiot, I'm sorry!" he said.

"It's okay, you made a mistake, besides his death didn't hit me as hard as it hit Mary-Jane and his aunt" Kitty sighed.

"Yeah, Mary-Jane didn't even come to the funeral, she's with that psychologist Sofen!"

"I hate that woman, I saw her earlier and she looks at you like your filth…or that might just be me" Kitty said.

"If she doesn't like mutants then I doubt she's a good shrink, I always imagined them to be people who take a light approach to any problem, people who are friendly and never hold a grudge, or they're just hippies!"

* * *

"AAAATCHOOO!!"

"Bless you" May said.

She sat in the office of her therapist, a man with well-developed physique and a friendly aura. He wore a tight red muscle shirt underneath his vest, as well as jeans and white trainers, his extraordinary green hair was tied up in a ponytail and his round frame glasses rested on his nose. Over the past few hours May had been talking to the S.H.I.E.L.D. psychiatrist about her nephew. Doc Samson focused little on the negative, only the positive, when it came to death he listened to his clients (he never called them patients) talk about how good their lost loved ones had been, in Peter's case how well he was doing in school, his close relationship with Mary-Jane and the good he did as Spider-man. At the end of every session Doc would help his clients realise that the happy memories will always be there and while they may be painful to remember they must never forget the happiness they had while their loves ones were still around.

"From what you've told me about him I would have liked to meet your son, even if I didn't I know he was a good person and what he did was worth doing despite the danger, I don't think the world will ever forget all the good that your nephew did, also from what you told me I think that he wouldn't have wanted you to just give up on life"

May nodded her head as she wiped her eyes.

* * *

Elsewhere a certain young man had just gotten home to his apartment. Unfortunately he wasn't up to date with rent and his room was right next to the manager of the apartment complex. Michael Van Patrick may have stood out but he was good at sneaking around. The boy sighed as he lightly closed the door behind him. His room wasn't anything impressive, then again neither was the hotel. Dull wallpaper, mediocre plumbing and a cracked window. The bed was even worse, though Michael rarely slept. Well he wouldn't be sleeping tonight; he had a job to do.

* * *

"So, how often did you see Parker?"

Johnny sat on a chair, in the office of a S.H.I.E.L.D. psychologist.

"Maybe once every two weeks" Johnny said, not really remembering how often he would see Peter.

"And were you close to him?" The psychologist asked.

"Probably not his best friend, but we both understood each other, after I got my powers I couldn't get a lot of friends, and those who did were only after the fame and fortune, but with Peter and some of his friends it was different, I could be myself and they didn't care whether or not I was a hero, he was my best friend!" Johnny said solemnly. "At least the guy had a good funeral, he deserved a lot but that was all he got"

"Oh don't worry, he had a lot more than you think, the love of a beautiful girl, your friendship and the support of so many people, and he'll get his justice"

"Thanks…I'm sorry what was your name again?" Johnny asked.

"Helmut Zemo my boy, and don't be hesitant to call me again when your feeling down" The psychologist said, smirking as he ended the session.

* * *

He kneeled down in front of the grave of Peter Parker. The gravestone had Peter's name on, as well as the symbol that had always been on his costume. He remembered the funeral; it was like the ceremonies that veteran policemen and soldiers received. Of course he had spent only an hour at the most there, and during that time he had to stay hidden under a black coat and hood. S.H.I.E.L.D. agents had been guarding the area, fortunately they didn't know exactly who to look out for. The clone dropped his rock hammer, and clapped the dust off of his red-gloved hands. His work was just beginning.

"Don't worry Peter, I'll find out who wanted you dead, and I'll carry on your work!" He said, before walking away from the area.

Carved onto the gravestone was the one phrase that always influenced Peter's actions, "With great power comes great responsibility".

Chapter 3: The New Spider

* * *

hope you enjoyed the chapter, next one should be longer, and with some action


	4. Chapter 3: The New Spider

Disclaimer: I dont own Ultimate Marvel

* * *

The Scarlet Spider

Chapter 3: The New Spider

Though most paid their respects to a fallen hero there were some who paid no respect what so ever. That included the Kingpin who took this chance to upstart his business. Without Spider-man crime only went up, corruption amongst the police increased and Kingpin gained more resources. Though Spider-man was gone there were still those who opposed Wilson Fisk in both the vigilante world and criminal world. Daredevil still defended Hells Kitchen, Moon Knight would appear every now and then, beating up thugs who would break into stores. In the criminal underworld gang bosses began declaring a war on the Kingpin, this of course meant more cops and detectives being bought and more DA's being assassinated by the many mercenaries and super humans that the gangs would hire. S.H.I.E.L.D. could do nothing because Fisk was good at covering his tracks and they had bigger issues to solve. The Ultimate's didn't get involved for similar reasons. It was midnight and at the moment a group of petty burglars were breaking into a department store. As they began loading the money into a suitcase a man watched them from the distance, dialling the number for the police station on his phone. He was Phil Urich, a young reporter who was just starting out and the cousin of a certain almost award winning journalist. Phil was about to speak into the phone until a voice behind him caused him to freeze.

"You'd better put the phone down and forget what you've seen" Phil heard a clicking sound and felt the cold barrel of a gun press against the back of his head.

He tried to react but couldn't, he was just too frozen with fear.

"You've got three seconds…1…2…!"

Suddenly a web was shot from the shadows. The burglar looked in shock at the web on his gun. With one tug the man hiding in the shadows pulled the gun towards him. A few seconds passed and a plastic ball that was once the gun rolled across the floor.

"You've got to be fucking me!" The burglar said.

Phil turned around and dropped his jaw in utter awe. A man wearing a similar costume to Spider-man's jumped out of the shadows. On his chest he wore a light blue top which had its sleeves ripped off and the image of a black spider on its chest and back. He wore a red suit which unlike Spider-man's costume didn't have any webbing patterns on it and the eye lenses were much bigger and didn't have black lines drawn over them, he also wore four bands made up of metal capsules worn around his wrists and heels, on his waist he wore some kind of utility belt.

"Spider-man!" Phil whispered.

"No…cal me the Scarlet Spider!"

The Scarlet Spider jumped off of the wall, landing in front of the burglar. Before he could pull out his knife the masked man kneed him in the stomach. He fell to the floor, unconscious from the sheer force of the punch. Phil forgot about calling the police and instead switched on the camera on his phone. The Scarlet Spider moved at incredible speeds, appearing only as a blur in the eyes of the camera. He punched, kicked and even head butted some of the crooks, throwing one out of the window of the shop then pulling him back in with a web line. Phil moved closer to the fight in order to get a better image. He saw a group of the burglars all huddled together, tied up by the masked mans webbing. Phil moved in just a little bit closer so the camera could get a better look at this new Spider-man. But the camera only recorded a red blur jumping past Urich and swinging away into the night. Phil reached into his pocket and called the police for a pick up, then he got to work on the article that would put him on the map.

'The nights still young' Scarlet Spider thought as he swung around the city.

Even children woke up to look out of their windows at this new hero. Scarlet Spider landed on a warehouse at the docks, through countless undercover work and eavesdropping he had discovered that there was an arms deal going on. He looked at the thugs, a part of the Skull gang. Scarlet Spider counted at least twenty thugs all armed with types of automatic rifles. And another imposing figure caught his eye, a guy who had a comparable build to Captain America, he wore mostly street style clothes and a black mask, he had a symbol of two crossed bones on his black shirt.

'What kind of nut goes out in a costume like that…oh wait stupid thing to think' Scarlet Spider chuckled.

He was about to leapt into action, until his spider sense blared. A rocket was fired from one of the warehouse windows and blew up the explosives and weapons that the thugs were loading up. Scarlet Spider's eyes widened in shock at the burned and charred bodies as well as those that were dying. He turned his eyes to the building and saw a very familiar man dressed in black with a skull on his shirt. From Peter's memories Scarlet Spider identified him as Frank Castle, the one who had killed Jeanne De Wolfe and many more criminals and corrupt cops. He squeezed his fists together at the very thought of killing. Ignoring Crossbones, who was running away Scarlet Spider leapt at the window. He crashed through the window, tackling a shocked Punisher to the ground. Castle tried taking out a pistol to shoot the new Spider-man. But Scarlet Spider fired some kind of web ball from the device on his wrist. The "impact" webs as he called them slammed into Castle, knocking him to the ground, then Scarlet Spider proceeded to web Frank up in a cocoon but left his face exposed.

"They're criminals!" Punisher said.

"But your killing them, find a better way Castle!" Scarlet Spider growled before he jumped out of the warehouse.

This new Crossbones character got away but Scarlet Spider did something better than pursue him, he instead grabbed the only survivor of the blast, a critically injured man and swung him to hospital, ignoring his curses and cries which would have made even a sailor gasp in shock. Scarlet Spider ignored the many looks he had been given when he ran into the hospital. He put him on the nearest stretcher and yelled at the nurses to get him to an emergency room. The receptionist didn't even have time to call security as Scarlet Spider ran out of the hospital.

* * *

The Kingpin tapped his cane against the floor of his office, impatient as Mr Rose gave him the report on all the operations that had been stopped by either Dare devil or Moon Knight.

"The Museum raid for the tablet of time, the hit on the Kangaroos, the attempted hit on Leland Owlsley and the meeting between our Yancy street contacts" Mr Rose listed.

"Their little rebellion wont last long, its only a matter of time before the head of the DA and the commissioner give in to my threats, and soon Landon will have finished his little super soldier project and we will have a force capable of stopping S.H.I.E.L.D. if they ever turn their attention to us" Fisk explained and relaxed in his chair "Soon I'll have enough authority and resources in New York to take on the government itself"

Fisk looked at Mr Rose who had a look of complete shock on his face. He turned around and his expression mirrored Mr Rose's. Outside, stuck to the wall was the Scarlet Spider. He spoke no words and took no action but it was a clear sign for the Kingpin that there was someone else who would oppose him.

The next day at the Ultimate's new mansion the team addressed the rumoured sightings of this Scarlet Spider. They moved onto a close up picture a photographer had taken of the clone in the hospital.

"Captain, should we not begin a search of the city?" Black Panther asked.

"He's right, I've just been waiting to pay him back for my nose" Quicksilver said.

"Oh poor Pietro's wounded pride, still I do agree we can't just sit back" Wanda said, rubbing her brothers nose.

Captain America shuddered at the twin's incestuous relationship. Wasp flew into the room and grew into her full size.

"I just got off the phone to Fury, he's mobilising that team he's created to capture the target" She said.

"It doesn't sit right by me just standing back as the governments lackeys strap a man to the chair" Thor said, gripping his hammer tightly.

"Your attitude is charming baby but the clone did kill Spider-man" Valkyrie added her two cents in while Hawkeye and Iron man stayed silent.

"Either way if things get out of hand we'll intervene" Captain America said and his fellow Ultimate's nodded their heads in agreement.

At the Baxter building the Fantastic Four watched the news report seeing the blurred and perfect photo that had been taken of the Scarlet Spider. Upon seeing the clone Johnny eyes flared in anger, while Ben merely commented on the costume.

"Wow, surprisingly it seems original, I was expecting the web patterns, and who knew Pete had so much muscle on him" He said.

Sue and Reed slapped their foreheads at Ben's idiocy before Johnny threw a fireball at the teams muscle.

"Johnny wait, we're military personnel now we can't interfere when Fury's already made a team to stop him" Sue pleaded with her brother who merely ignored her as he walked to the hanger.

The Human Torch flew out of the Baxter building, while he was angry he wasn't stupid enough to go on a rampage for revenge but he needed to clear his head a little.

* * *

Elsewhere Mary Jane and May had met one another for coffee. Mary's eyes were diverted to the screen in the corner of the coffee shop, lately all the news channels were showing amateur videos of the new Spider-man.

"No he called himself the Scarlet Spider" Phil Urich said on the television, being interviewed by a Daily Bugle reporter for being the first person to see the Scarlet Spider in action.

"So are you saying you condone what he did?" The reporter asked.

"Of course not, what he did was a crime that many years ago would automatically earn you the death penalty, but I don't see a murderer I see a man whose doing what he can for redemption, carrying on the work of Peter Parker while also honouring his memory by not stealing his name or costume" Phil explained.

Mary-Jane lowered her head while May merely huffed in anger.

"How dare he!" The older woman growled.

"He can try all he wants I will never forgive him" Mary-Jane whimpered with tears in her eyes.

May patted the girl on the back before a woman behind her screamed. Mary-Jane turned around and came face to face with the barrel of a gun. It was just some punk yelling about how Peter had put his brother away. She didn't care how but she just wanted to be with Peter. Closing her eyes, Mary-Jane waited for the bang but all she heard was a sound she never expected to her again.

**THWIP!**

The mans revolver was yanked into a red gloved hand. Opening her eyes, Mary Jane looked at the Scarlet Spider. No one spoke a word as he quickly beat the thug up and webbed him to the floor. Before anyone could react Scarlet Spider ran out of the coffee house. The coffee house owner had already been on the phone by the time the Scarlet Spider swung off.

Elsewhere in an abandoned warehouse Logan sat in the dark, listening to the police radios. He got up off his chair and looked to the fur corner of the warehouse as the room was lit up. Scott Summers had tried to disband the X-men but they were still around, Iceman wore a blue and black Hawaiian shirt with a long coat that had x's on the shoulders while his girlfriend Rogue wore a black body suit with green gloves and a shirt. Nightcrawler joined the group wearing just a pair of torn Jeans, by his side was Storm wearing a tight black shirt that left her midriff exposed and her shoulders free. The final member Shadowcat wore a costume similar to the one she wore when she fought crime with Peter but it was now black and gold and her mask left her mouth exposed.

"Ok X-men, its time we put this murderer down for good" Logan growled

S.H.I.E.L.D. may have assembled its own team but some, particularly Kitty wanted the Scarlet Spider to face justice their own way.

Next Chapter 4: The New X-men

* * *

Hope you enjoyed the chapter, review if you'd like


	5. Chapter 4: The New Xmen

Disclaimer: I dont own Spider-man or Ultimate Marvel

* * *

The Scarlet Spider

Chapter 4: The New X-men

If there was one thing Michael hated it was his landlord's persistence. Though there probably was a reason he always asked for the rent even when it wasn't due, considering the condition of the hotel. Every time Michael got home he had to bash the door in order to open it. Then again one good thing about the hotel was the mans daughter, the housewife and resident cute girl of the mans five teenage child family. When he got into his room Michael threw his bag onto the bed and slowly fell to his hands, performing quick clap push-ups. He tried to work out as much as he could; then again his work was one complete workout. Michael turned on the radio he kept on his bedside table and listened intensely to the voices.

_Two hours ago a group of armed men went into a bank at twenty Fourth Street, police are currently consulting with the terrorists in order to release the hostages_

A smile crossed Michael's face as this gave him a chance to work on his stealth. Then again he could just pick the guys off one by one, since it was daylight and the costume he wore stuck out like a sore thumb. He ripped off one of the loose floorboards and took out a metal case. A few minutes later the Scarlet Spider jumped out of the building, spun a web and swung off towards the danger.

The police were on the scene, and in broad day light the Scarlet Spider would have trouble getting past without some random civilian pointing at him. There was some uproar but thankfully no one was screaming out his name. He landed on the roof of the bank and look through the skylight.

'Seven guards in the main lobby, and probably more at the vault and offices' Scarlet Spider thought as he analysed the layout.

The clone's spider-sense suddenly ran out and he immediately knew that things weren't, as they seemed. He immediately crashed through the skylight.

"All right whoever's messing with me it isn't funny" He growled before crashing his fist into one of the men's heads.

All of Peter's strength would have broken a mans neck and Scarlet Spider had honed his strength a lot more than Peter had. The mans head rolled to the floor, but instead of blood there was oil and wires. His spider sense flashed again and a familiar blue furred demonic man appeared behind him. Before he could react Nightcrawler wrapped his arms and legs around his arms and chest and teleported in a bang of yellow smoke.

Now the Parker's weren't known for their luck and it seemed be true for clones that shared Parker DNA. Michael found himself surrounded, a band of X-men, Kitty, Logan, Iceman, Rogue, Storm and of course Nightcrawler.

"Where'd you get those androids from?" Scarlet Spider asked.

"Some old stunt coordinator, a real coock with a fascination on fish bowls" Logan said.

"Listen I've got better things to be doing than fighting you guys…I'm truly sorry for killing Peter"

"SHUT UP!!" Kitty screamed, running towards the clone.

The Scarlet Spider smashed his elbow into Nightcrawler's chest, throwing him off of him. He jumped over Kitty and landed right in front of Wolverine.

"Jean Grey, get her to read Fury's mind and find out if he knows anything" Scarlet Spider said, grabbing the man by the collar of his shirt.

"FIND OUT WHAT!!" Logan yelled.

He popped his claws out and slashed at Scarlet Spider. Michael flipped backwards, coming to a halt in between Rogue and Iceman. Bobby nodded to his girlfriend who smiled back as her pupils disappeared and black clouds gathered in the sky. Before the two mutants could carry out their plan Scarlet Spider shot a web at Rogue and pulled her towards him. He punched the girl across the face then threw her into Bobby's arms. While Bobby cupper Rogue's cheeks to make sure if she was okay the Scarlet Spider jumped behind him and elbowed him round the back of the head. Iceman stumbled forwards until he reached the edge of the building. With one kick on the backside Scarlet Spider sent Bobby hurtling off the building. The X-man used his powers to create an Ice-slide that helped him harmlessly slide to the ground. Wolverine ran at the boy, slashing at him with his claws.

"Logan get clear, I don't want a repeat of the last time" Storm said.

"Let me guess his face ended up leaving a print on a car" Scarlet Spider said.

"Hey how'd you…" But Logan's question was cut off as the clone rolled and kicked him across the face.

Shadowcat ran at the clone, getting in between his fight with Wolverine. She waved her hand at him, trying to phase into his chest and rip out his heart just like she always wanted. But Scarlet Spider flipped back, and was caught in a gust of wind courtesy of Storm. The wind sent him flying off the edge of the building. But Scarlet Spider shot a web line at the communications antenna and pulled on the line, sending himself flying towards Wolverine. Like a cannonball he kicked the mans chest and sent him flying straight through a door and down the first set of stairs. Wolverine growled as he scraped his claws against the wall while he walked back up the stairs.

'I never thought that Parker could hit that hard, looks like he's relying more on his strength than the real Spider-man ever did' Logan thought.

"YOU BASTARD WHAT RIGHT DID YOU HAVE HUH!!" Kitty screamed, tears staining her eye lenses.

The Scarlet Spider ducked under one blow and side stepped to avoid Kitty's hands and feet.

"YOU THOUGHT THAT CARRYING ON WHAT HE DID AND WEARING A DIFFERENT COSTUME MEANT THAT YOU'D BE REDEEMNED!!"

"WHAT THE HELL ARE YOU PEOPLE DOING!!" Scarlet Spider yelled back.

"WE'RE GETTING JUSTICE!!" Rogue yelled, running at the clone with fists of ice and claws.

"Justice! YOU SHOULD BE USING YOUR TELEPATHS TO FIND OUT WHAT'S GOING ON WITH SHIELD NOT MAKING DEALS WITH SHADY CHARACTERS TO CATCH ME!!" Michael yelled as he slapped both Shadowcat and Rogue across their faces.

"VHAT THE HELL ARE YOU TALKING ABOUT!!" Kurt yelled.

Michael's spider sense rang just as Kurt teleported. He swung his arm out and clothes lined Nightcrawler as he reappeared. Once again his senses ran as a tiny bolt of lighting crashed towards him. He back flipped, jumping onto another building.

"SOMEONE SET ME UP! GAVE ME FALSE MEMORIES SO I WOULD DELIBERATELY ATTACK PETER!!"

"Yeah just pull your bullshit pal" Scarlet Spider turned around to see Iceman standing on an ice pillar.

The X-man began firing beams at the clone, who dived and jumped to dodge each one. Even though Iceman practically froze the ground beneath the Scarlet Spider he still had the agility and ability to stick to a surface like a spider. He held out his arm and a ball like web shot out of the device on his wrist. The web slammed into Iceman's face, knocking him off the pillar.

"Vhat the hell is that?" Nightcrawler asked.

"Impact webbing, something Peter didn't think of!" Scarlet Spider said as he jumped off the building.

He fired his impact webs in mid air, hitting Rogue and Nightcrawler in the head. Landing beside Shadowcat he fired an impact web at Storm, hitting her in nose before she could react.

"Listen to me, no one regrets what happened more than I do…I want to make up for that by continuing what Peter did and finding out who created me and who wanted Peter dead, S.H.I.E.L.D. has to be investigated somehow and you guys in the X-men are the best people to do it" Michael explained to Kitty, senses to intention of attacking from her.

But his spider sense alerted him of another danger. He turned around just as Logan came towards him. Wolverine slashed the Scarlet Spider across the chest.

"I am…NOT THE ONE YOU SHOULD BE FIGHTING DAMN IT!!" Michael yelled.

With one kick to the balls Wolverine was floored, clutching the area he had been hit in.

"Maybe they should have given you balls of steel instead of bones" Scarlet Spider said.

He looked at Kitty and could tell despite her mask that she had no intention of attacking him anymore. The clone ran and jumped off the roof, swinging away from the area. Kitty took off her mask and fell to her knees, crying her eyes out over her foolishness.

"Bobby why didn't you try shooting him down?" Logan asked in between his huffs.

"Hey I was knocked off a building what's your excuse?"

"He kicked me in the balls, granted you don't have a pair but it still hurts like hell"

Ororo walked up to Kitty and laid a hand on her shoulder.

"With this guys blood I can track him better" Logan said, sniffing his claws.

"That wont be necessary!" a voice said from above the team.

Each one of the X-men looked up and gasped. It was the team that Fury had made, the Thunderbolts.

"Go home X-men, we're the ones who will bring the clone in, this is no longer your problem" Citizen V said as the team members flew off to apprehend the Scarlet Spider.

"Looks like Fury still isn't done with super soldiers" Logan growled.

Next Chapter 5: Justice like Lighting

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Yep, SS's first battle with the Ultimate Thunderbolts, hope everyone enjoyed this chapter, review if you'd like cause i always appreciate views


	6. Chapter 5: Justice like Lighting

Disclaimer: I dont own Marvel

* * *

The Scarlet Spider

Chapter 5: Justice Like Lightning

**A week before operation Justice Like Lightning**

Abner Jenkins walked through the corridors of the Triskelon; he wore his army uniform as opposed to his casual trench coat and vest. He came to the door to Fury's office and walked in when the secretary said. The office stunk of old cigars and liquor, a clear sign that Fury still hadn't called in anyone to his office to clean it. Fury had been stuck in his office since Peter Parker's death, and it was beginning to show from his short scruffy beard. Despite appearances Fury still looked serious and ready for work. Jenkins saluted the general, who returned the gesture and invited him to sit down.

"You asked to see me sir?" Abner asked.

"Yes, I've relieved you of your post in Queens, I think with your record you should be doing something else besides looking out for old women" Nick explained.

"That old women was the closest thing to a mother that Parker had" Abner pointed out.

"Yes and she's also a target for any thug or such that Peter put away, however she's in safe hands with the agents currently stationed there, I want you for a much more important mission"

The General looked over a file before throwing it to Jenkins. He flipped through the pages, which showed various designs on armours, including the Rocket men suits and one that looked vaguely similar to a Beetle.

"Strange, I thought you were done with super soldiers?" Abner asked.

"Don't give me that look soldier, out of all the rocket men you were the one who excelled the most in the field, alls you've been doing is pushing pencils which face it you aren't very good at, this is a very good deal too, you'll receive 5 million dollars after the mission is complete and an all expenses paid leave to a location of your choice, that and you'll get to be in the public spotlight as a member of the new Thunderbolts" Nick explained.

"A Thunderbolt, aren't you forgetting the hassle there was with the Ultimates, all the money that went into that and until the Hulk showed up the public was ready to slaughter us"

"The only difference here is that you have a single mission, the capture of a fugitive, you'll arrest the Spider-man clone for the murder of Peter Parker" Nick declared.

"And who exactly else is on this team?" Jenkins asked.

* * *

Eric Stephan Josten was always one for grunt work, or at least heavy lifting. He was done with the army, so now he turned to a job that fitted his strength, construction work for Stark industries. Since it was his break Eric sat at the table that had been set up, biting into a sandwich.

"You never did have any table manners" A voice said from behind Eric.

Eric turned around, wiping the mayo off his mouth as he saw General Nick Fury standing before him.

"Fury" Eric said in an informal tone.

"A brick layer, gotta say Eric you've fallen lower than the mightiest" Nick said with a small smirk.

"You bothering me for a reason Fury or do I need to call Stark and get him to butt heads with you?" Eric asked.

"I know how disappointed you were after we shut down our super soldier program, but I'm offering you a chance to put your giant man abilities to better use, Eric, you're a soldier pure and simple, do you want to do this for the rest of your life, or would you prefer something that actually makes a difference?"

Eric looked at Fury and smirked, he knew what the man was trying to do. Fury was a nice guy at times, but he was also a manipulative bastard when he wanted to be. Eric and a few others knew which lines Fury was willing to cross to get his way. But still Eric was in need of work, he longed to be in a fight for a long time, and whatever Fury had in mind no doubt would lead him into plenty of them.

"When do we get started?" The man asked before swallowing his sandwich in one bite.

* * *

In was at a university in Dallas Texas where Fury would recruit the youngest member of the team. At 18 years old, Melissa Gold was Fury's responsibility. The translation for that of course was that Melissa was Fury's soldier to command. She walked through the campus towards the music room, where Fury was waiting. Melissa grinded her teeth together, resisting the urge to scream at the one eyed man.

"You've got a duty to fulfil Melissa" Fury said, cutting straight to the point.

"Go away Fury, I have no interest in playing soldier for Shield" Melissa growled.

"Oh and what would you be doing, singing opera?"

"I can do whatever I want Fury"

"That's where your wrong young lady, you're a superhuman with developing powers, if your not with S.H.I.E.L.D. where your putting your abilities to work then you're a threat to civilians and you'll be contained in a prison" Fury explained.

Melissa squeezed her hands, feeling and knowing that this was beyond fair. She had just gotten into university and now Fury had shown up to ruin her future.

"Listen Melissa…if you work for S.H.I.E.L.D. you'll get a hundred times as much as you'll get on Broadway and don't even get me started on the publicity and media coverage, once you've completed your term on the team I'm putting together forget Broadway, you'll be able to go to Hollywood"

The young woman looked at Fury, truly believing his words. She had no reason to doubt him, plus she was desperate.

"Whose the target?"

* * *

"Spread out and find him, Atlas, Fixer your responsible for crowd control, Songbird and Moonstone your with me, V, you know what to do!" Mach said as the two female members of the Thunderbolts flew to his side.

Eric jumped off of the roof of a building, growing to his gigantic size while the cybernetic man known as Fixer floated on a steel disc. V sheathed his sword, turning his head in the direction that the Scarlet Spider had gone. He flew on his V shaped glider; the binoculars built into his helmet gave him a clear view of the clone. Scarlet Spider landed on the roof of a building.

'I don't know about Fury, but somebody in S.H.I.E.L.D. or the CIA must have had something to do with setting me up, lets count off the enemies, Doc Ock's in prison, but he might have had me built as a back up clone, Osborn's also in prison and I doubt he has any knowledge on stable cloning…I don't remember Peter pissing off Doom or Magneto so they're definitely out…wait maybe its that crazy silver hottie or the crazy Deadpool guy Michael thought, chuckling to himself.

V drew his sword and jumped off his glider. Scarlet jumped off of the flagpole just in time, barely dodging V's blade. He shot a web at the building opposite, swinging away from V as he landed on his flight platform.

'What the hell, my spider-sense didn't even go off' Scarlet Spider thought, clinging to the brick wall.

He crawled up the wall until he reached the roof of the apartment building. V span his sword around before flying at the Scarlet Spider. He swung his sword downwards, narrowly missing the clone as he rolled to the side. The Scarlet Spider shot an impact web at V, who slashed the projectile in half with his sword. Then, V revealed a pair of machine guns built into his glider. Scarlet Spider's spider sense blared as the bullets flew towards him. He back flipped off of the building, spinning another web and swinging down to the streets. Again his spider sense went off as Mach swooped towards him. Jenkins fired his wrist blasters at the Scarlet Spider, who managed to flip into the air. He fired two web lines either side of the streets and used them to launch himself into the air. The Scarlet Spider then fired his impact webs, hitting Atlas's left eye and covering Mach's helmet. Josten stumbled across the ground, clutching his left eye in pain.

'Shit the people!' Michael thought.

Firing his web shooters, the Scarlet Spider desperately formed a net behind Atlas. Hoping the webbing would hold, Michael crossed his fingers as Atlas fell backwards into the web. Having prevented the civilians from being crushed, the Scarlet Spider then turned his attention to Songbird and Moonstone. He suddenly clutched his ears as Songbird unleashed a sonic scream, throwing him through the window of a building.

"Atlas I told you to stay on crowd control, where the hells Fixer?" Abner asked as he ripped the webbing off his helmet.

"Just getting rid of the target boss man" Fixer said as he entered the room that Michael had been thrown into.

But strangely, the Scarlet Spider wasn't there. Looking at the computer on his wrist, Fixer activated one of his gadgets. An antenna on his shoulder released a pulse of some kind and suddenly a dot appeared on his computer. Michael cursed, realising this wasn't the average cyborg he was dealing with. He jumped off of the ceiling, slamming his feet into Fixer's chest.

"How about this!" Fixer said with a grin.

He pressed a button on his wrist, beams suddenly stretched out of his cybernetic fingertips. Fixer slashed at Scarlet Spider with his beam claws. The clone easily managed to dodge the swipes, delivering a swift uppercut to the mans jaw. With another swing of his arm the Scarlet Spider punched Fixer out of the window. He landed on the roof of the car, groaning as Moonstone and Songbird shook their heads.

"EVERYONE PLEASE VACATE THE BLOCK! THIS IS S.H.I.E.L.D. BUSINESS!!" Mach yelled through the amplifier on his helmet.

Michael ran as fast as he could across the corridor of the building. He leapt out of one of the windows, landing of the wall of another building. Climbing up the wall, Michael peaked his head out to see if any of the Thunderbolts were still after him. The Scarlet Spider sighed as Moonstone and Songbird flew towards him alongside Citizen V. Moonstone fired a blast of light from her hand, and Scarlet Spider jumped up, gasping as the beam blew apart the portion of brick he once crawled on.

'Okay…I've really got to pay Fury a visit…how I go about doing that I have no idea' Michael thought.

Songbird screamed at Michael again, slamming him into a chimney. V swooped towards the Scarlet Spider, slashing at him with his sword. But the clone rolled across the floor, dodging the horizontal swing. He dived off of the roof, swinging underneath a train bridge. V targeted Michael with a missile and without hesitation fired. But instead of hitting Michael it hit the bridge. The Scarlet Spider looked towards the bridge, widening his eyes in utter shock as the missile broke off a portion of it. And worst of all a train was heading its way.

"V WHAT THE HELL WERE YOU THINKING!!" Songbird yelled at the masked man.

"Forget him, Songbird I read in your file you could create solid constructs, create a track for the train to use" Abner said.

"I don't know if I can do it, I need just the right pitch in my scream and the trains approaching too fast" Songbird said.

"Then start signing girly cause Atlas is out and you're the only one who can help" Mach said. "The rest of you get these people out of here…I'm going to try and slow it down"

The leader of the Thunderbolts flew as fast as he could towards the back of the rampaging train. He grabbed the back of the cart and activated the rockets of his wings. But the armour didn't amplify his strength as Stark's did and not even the speed his rockets could reach would slow down the train in time. Melissa was growing increasingly nervous as she cycled through numerous pink constructs, all created through the pitch of her voice.

"GOD DAMN IT!!" Mach yelled.

Suddenly numerous webs attached themselves to the back of the train cart. Not only did they stick to the door but also the carts wheels. Abner looked behind him and saw the Scarlet Spider tugging on the web lines, dragging his feet across the tracks. He yelled in agony before his spider sense stopped. There was no more danger; Songbird must have created a pair of tracks. But still he couldn't take the chance, he held onto the web lines for deer life. He only let go when he saw the head of the train crossing over a pair of pink train tracks. Rolling across the tracks, Michael sighed in relief, he already killed one person. He couldn't let anyone else die.

Mach looked towards the Spider-man clone, this was the perfect time to take him in. But the boy could have run beforehand and didn't. He stayed to help and for that he deserved a head start. Abner turned his back and flew to help his teammates with the civilians. The Scarlet Spider jumped off of the tracks and swung away.

'Damn the limp I'm gonna have tomorrow is going to be a bitch to explain at school' Michael thought as he reached an alleyway, the perfect place to change into civvies.

* * *

Fury threw his cigar case against the wall of his office. All the money that had been put into the public team had been wasted. He watched Abner speak to the Daily Bugle concerning their mission.

"Our first concern is public safety, which is why we wont get in the way of the Scarlet Spider's life saving activities, we will only intervene in his vigilante acts…despite what he is doing at the moment he is still a wanted criminal and any help that the public can grant us is much appreciated"

Nick sighed before slamming his fists against the desk. A crack ran across the wooden top. He got off his seat and walked out of his office. The General walked into the underground level of the base and awaited the arrival of the Thunderbolts. Upon entering the room the team immediately stood to attention.

"Your first outing was a complete failure, not only did you fail in capturing the clone but you also gave your team a negative team image…Fixer from now on when Jenkins gives you an order you obey it, that goes for you too Atlas and think before you grow, you could have crushed someone, AND SONGBIRD DON'T WINE ABOUT THINGS YOU THINK YOU CANT DO! God damn try to do it…V, your glider is being stripped of its long range weapons, I'm authorising you to use unarmed combat, Abner remove your helmet and report to me the rest of you are dismissed!" Fury said.

The team members dispersed, Songbird went with Atlas and Fixer whilst Moonstone and V went their separate ways.

"Despite our failure we showed promise, I need my armour upgraded, also I think we should train Songbird more until she mastered her ability to create solid objects…Atlas was worse than Pym the time he fought the Hulk and Fixer needs unarmed combat training, as for Moonstone she did as good as the others…what's her story?" Abner asked.

"Classified, alls you need to know is that she's extremely powerful…is there anything else you wanted to add Jenkins?" Fury asked.

Abner paused for a moment before he spoke "I'm not stupid Fury, I know you wouldn't have us pursuing this guy if you didn't think he was a threat, but today I saw him looking out for civilians, he may have killed someone but he isn't psychotic…and I appreciate the fact that we're trying to reform this Tinkerer guy but even as Fixer he isn't any good, then there's that V character, I don't like knowing nothing about my team mates Fury, he's dangerous with guns but what chance does he stand against the Scarlet Spider without any weapons?"

Fury chuckled at the question before a serious look crossed his face.

"V is of no concern, his hand to hand combat and physical fitness is so good that he doesn't even need weapons, a lot of our scientists say he could beat up Rogers without breaking a sweat…he's useful that's all you need to know, and Jenkins, I've given you a direct order to bring the clone in, don't disappoint me" Fury said.

Jenkins saluted the man before he was dismissed. He was a soldier with orders to follow, but that didn't mean he had to like those orders. Shoot first and ask questions later, that was the rule. As soon as Abner left the room Fury typed a code into a security door behind him. He walked into the room and crossed his arms. This was the part of the project he hated, the lines he had to cross. Using Stark-tech nanites, Fury assured the control of a team of Thunderbolts that would bring in the Scarlet Spider or kill him.

They were sleeping peacefully in the chambers that Fixer/Tinkerer had designed to hold them. Norman Osborn, Electro, Sandman, the Reaver Deadpool, Kraven and the person who had made Fury think long and hard about putting on the team. The greatest of Peter Parker's villains and his clone the Scorpion would be Fury's second to last resort.

Next Chapter 6: Ultimate Knights

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Review please


	7. Chapter 6: Ultimate Knights

Disclaimer: I do not own Ultimate Marvel or the previous versions of characters introduced

Yep I'm back and still at it, dont worry I havent given up on this. I've got some good plans involving the introduction of Ultimate versions of some classic villains and the introduction of more Ultimates, these next few chapters will be big and dont worry I wont go to the way of Ultimatum, Daredevil's still gonna be kicking ass

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The Scarlet Spider

Chapter 6: Ultimate Knights

Fury was trying to catch him, so maybe he wasn't responsible for Peter's death. Michael sighed as he swung across the city, either Fury was trying to cover his involvement up or he really was trying to take Michael in for Peter's murder. Landing on a communication's tower, Michael sighed.

"Maybe I really should just let him take me in, I'm kidding myself if I think I can find out who set me up" Michael said to himself.

"You're giving up way too easy!"

The Scarlet Spider jumped off of the tower, landing on the rooftop and looking up at the one who snuck up on him. There he was, the grumpy but cool hells kitchen vigilante Daredevil. The man didn't like Peter, but Pete looked up to him, though he never admitted it. Michael shook his head; he couldn't just admire the man because Peter did. Relaxing as Daredevil climbed down to his level; the Scarlet Spider looked the man in the eyes.

"Your not here to take me in are you?" Scarlet Spider asked.

"No, we've wasted too much time tripping over ourselves, I've put a small group together and I'd like you to join" Daredevil explained.

"What's this group's goal?"

"We're going to kill Wilson Fisk!" Daredevil said over his shoulder before he jumped off of the roof.

The Scarlet Spider swung after Daredevil, who jumped across rooftops and used a grappling hook built into his club to swing across the city. As he swung, Michael thought over what Daredevil said. Wilson Fisk was the Kingpin, the man who controlled every part of New York's crime. A farfetched concept, one man having total control over the common criminals in the city. But then again Michael was a clone of Peter Parker, a boy with spider like abilities. The Kingpin was a man who had unmasked Peter, but now that he knew his name he could do what he pleased with May and Mary Jane. He was a threat that needed to be dealt with, but was killing him really necessary. For now Michael would follow Daredevil and see what his plan was.

"Here we are!" Daredevil whispered as the two of them landed on a rooftop.

On the roof across from them were some of New York's resident vigilante's. Shang-Chi and Iron Fist, two martial artists, Moon Knight, a man dressed in white clothes with a cloak and crescent moon on his chest and Doctor Strange. Daredevil and Scarlet Spider landed in the middle of the group, with Moon Knight quickly drawing one of his blades.

"Easy Moon knight, he's with me!" Daredevil said.

"Yeah put the moon toys away Casper I'm just here for…no that's too childish" Michael said, shaking the thought out of his head, he was still getting used to Peter's odd humour.

"Parker! It is Parker right?" Shang-Chi asked.

"I'm not Spider-man, I'm the Scarlet Spider…now lets just get down to business" Scarlet Spider said.

"Yeah, everybody here is looking to bring down Fisk, in the past few days he's been looking for an enforcer" Daredevil began.

"His fist, I tried disguising myself as a super villain so I could get close enough to his operation but he saw through the disguise" Shang-Chi said.

"It was a very good idea, and I was thinking it would be a good way to get close to him so we can bring him down"

"And by bring him down you mean kill him?" Scarlet Spider asked.

"That's what we do in a grown up world" Daredevil said.

"But I wonder, are any of you really prepared to kill him, have you ever killed a person before?"

The question floated amongst the vigilantes, it was one only one of them could answer.

"I have!" Moon Knight said. "Back when I was a Seal killing was a necessary part of the job, right now I know that killing Fisk is absolutely necessary"

"You were a soldier Moon Knight, killing a person on a battlefield is different from storming into their house and murdering them, any court room would decide that. I killed someone, you all know I did, I pinned Peter down and beat him to death, it was sickening listening to his skull crack…I still cant wipe the blood off, that's why I'm never going to kill again" Michael said, turning around. "If you want to kill him I wont stop you, but I will play no part in your murder scheme"

He walked to the side of the building, ready to fire a web at the building opposite. Suddenly, his spider sense blared.

"ALL OF YOU SCATTER NOW!" Scarlet Spider yelled.

The Vigilante's jumped and ran in separate directions as a massive blast of fire flew towards the roof. Jumping off the roof, Scarlet Spider swung onto the building opposite, watching as an explosion engulfed the roof. Daredevil swung onto a scaffold, listening out for any more threats. In the distance he heard a bullet being slid into a rifle. Quickly, Daredevil fired his grappling hook, swinging into an alleyway where Iron Fist and Shang-Chi waited.

"What the hell is going on?" Shang-Chi asked.

"Sniper, plus some guy flying around, he's heading towards Strange" Daredevil said.

"What about Moon Knight?" Iron Fist asked.

"He's on a suicide run!"

Moon Knight jumped from rooftop to rooftop, extending his pole as he approached his would be assassin. The sniper dropped his rifle, blocking a swipe from Moon Knight's staff. He then punched Moon knight in the nose, and then elbowed him across the head. Grabbing his neck, the assassin slammed his knee into Moon Knights knee and threw him off the roof. But Moon Knight grabbed the railing of a fire escape, looking up for a better look at the assassin. He was wearing a black mask with a skull type helmet and hood over it; various weapons were strapped to him including a strange device on his wrist and a harness over his blue top.

"Jack O'Lantern, are you carrying out your task?" The Assassin asked over his radio.

"No problem Taskmaster, this douche don't know a thing about real magic" A voice replied over the radio.

Dr Stephen Strange Junior didn't know what he was thinking associating himself with the costumed men. He would have been much better off returning to his carefree life style. But a part of him craved to carry out the duty of his bloodline; none of them were public figures like him. Turning around, purple rings glowed around Strange's hands as he faced his opponent. He was levitating on a metal disc, wearing a green tunic and chain mail. But most astonishing of all was the fact that his head was a Pumpkin surrounded by flames.

"Names Jack, I'm the guy whose gonna make you real glad to be a doctor" Jack O'Lantern said as fire erupted from his mouth.

Strange swung around, yelling as his cloak caught fire. Throwing the useless cloak off, Strange levitated around the side of a building. He fired a blast from his hand, causing the assassin to alter his flight path. Jack O'Lantern circled around another building, flying upwards and readying a magical blast.

"Sorcerer Supreme my ass!" He said as he flew behind Strange.

He fired the blast of flaming energy into Strange's back, burning his shirt and skin. Suddenly, Scarlet Spider swung downward, grabbing Strange's hand. Rolling across the floor, people looked in shock as the Scarlet Spider threw Strange onto his shoulder. Jumping with all his strength, Michael flew towards a building. Then he pushed his feet off of the glass, jumping towards the rooftop of another.

"Jack O'Lantern take Spider-man now" Taskmaster said.

"I think its Red Spider or something now!" Jack O'Lantern said.

Moon Knight jumped onto the rooftop, spinning his pole around. He threw two crescent blades at Task Master. But much to Moon Knight's shock, the assassin grabbed both blades easily, throwing them back towards Moon Knight. The white vigilante ducked and swung his pole at Taskmaster, who titled his head back to avoid the blow. Taskmaster blocked a kick from Moon Knight, and then countered with a punch to his side. He followed through with a jab to Moon Knight's face, then slammed his foot into the mans chest, throwing him against the side of the building.

"_Shit, we're out of our league here!" _Marc Spectre said in the depths of Moon Knight's mind.

"_This Taskmaster is good, astonishingly good" _said Steven Grant.

Moon Knight threw his pole to the ground, throwing a flurry of crescent blades. Showing acrobatics comparable to Spider-man, Taskmaster easily dodged the blades, kicking Moon Knight across the face. But the vigilante quickly recovering, throwing a fist into the mercenary's head. Taskmaster stepped back slightly and smiled, he was finally getting serious. Moon Knight used his knee to absorb the force from Taskmaster's kick, and then he elbowed the Assassin in the cheek. Both men slammed their fists into one another, knocking off their hoods and forcing one another to step backwards.

Jack O'Lantern floated towards Scarlet Spider and Strange, readying a blast of fire. Scarlet Spider placed Strange on the floor, covering his arm in webbing, creating a makeshift shield. The super powered mercenary released his magical blast, striking Scarlet Spider's shield. As the flames burnt away the webbing, Michael jumped at the mercenary, punching him across the face. His pumpkin head span around for a bit, knocking him off balance. The Scarlet Spider then slammed the back of his foot into Jack's head, knocking him off his dish and sending him falling towards the ground. Firing his webs, Scarlet Spider grabbed the villain before he touched the ground. He then dropped him lightly and webbed him to the pavement.

"Thank you Spider-man, I'll bind him with some spells" Dr Strange said, waving his hands around and tying Jack up with mystical ribbons.

"Good job Doc, but please call me Scarlet Spider" The Scarlet Spider said as he and Dr Strange flew back towards where the other vigilantes had gathered.

Taskmaster slammed his elbow into Moon Knight's head, snatching his staff then tripping him up with it. The mercenary then slammed the pole into Moon Knight's neck, pressing it against his throat.

"You've got some spunk in you Moon Knight, but your forgetting all that marine training" Task Master said, smiling beneath his mask as Moon Knight gasped for air.

"Hey Skull face!"

Taskmaster immediately flipped upwards, dodging Daniel Rand's Iron Fist. He flipped in midair, landing in between Daredevil and Shang-Chi. He kicked Shang across the head, and then swung the pole at Daredevil. The blind vigilantes senses warned him of the incoming attack, forcing him to block them with his sticks. He swung them both at Taskmaster, who ducked, then rolled across the floor. Moon Knight recovered from the earlier assault then threw his crescent blades at Taskmaster. One by one, Taskmaster dodged the blades, and then grabbed another between his fingers, throwing it straight into Moon Knight's knee.

"Damn this guys good!" Rand said as he pulled his fist back.

Iron Fist launched his attack, but Taskmaster rolled underneath the punch, and then smacked Rand in the side with his foot. Daredevil jumped into the air, launching a wire from his stick. The wire tied around Taskmasters pole and with a tug, Daredevil pulled the weapon from the villain's hand. He then performed a flip in midair, landing a kick on Taskmasters head. The villain stepped back slightly, clutching his jaw and reaching for something on his belt.

"Very good, for a bunch of street thugs you're all very good, but I've already fulfilled my task, you fulfilled yours perfectly Rand…but unfortunately you're not needed anymore!" Taskmaster said.

He suddenly drew a pistol from his belt and fired a bullet straight into Iron Fist's chest.

"DANIEL!" Shang-Chi yelled.

While the other costumed vigilantes ran to Daniel Rand's side, the mercenary Taskmaster jumped off of the building and crept away in the confusion. Daniel coughed weakly as Shang-Chi put pressure on his chest.

"Oh god, Dan, I'm sorry!" Shang-Chi said.

Scarlet Spider and Dr Strange landed on the rooftop, running to Daniel's side. Ripping off his blue over shirt, Michael pressed the cloth into Daniel's wound.

"Shit…we need to get him to a hospital" Scarlet Spider said.

"No, they'll ask too many questions" Moon Knight said.

"You shut up, you're the one who went off all gun hoe" Shang-Chi growled.

"All of you stop it this isn't helping, I know exactly where to take him, gather round and I'll teleport us to the room on the right" Dr Strange explained, putting his hands together.

"Doc I don't think there are any rooms to our right" Scarlet Spider said sheepishly.

"Not an actual room, a dimension, there's someone there who can help Daniel without all the legal trouble"

"Is this a dimension travel thing, cause I left my other shirt at home and I was thinking you could probably…" But Michael's quip was interrupted as the magical energy enveloped the vigilantes.

Michael couldn't remember whether Peter had ever experienced teleportation before but he now had a good idea of what it felt like. Star Trek either got it wrong or Strange was an incompetent spell caster because the vigilantes all toppled onto the slippery floor of some kind of waiting room. That's what Michael at least suspected it was as he got off the floor. The walls and ceiling all looked bland and dull, with chairs set out throughout the room and coffee tables with piles of magazines in them. Moon Knight shook his head as he got off the floor, narrowing his eyes as he looked at the gold fish in a tank just near the reception desk.

"I thought we said no hospitals!" Shang-Chi said.

"This isn't a hospital!" Dr Strange said.

"But I can smell anaesthetics and other such medicines commonly found in small clinics" Daredevil explained.

"You know what drugs smell like?" Scarlet Spider asked.

"Not now!" Daredevil mumbled as Moon Knight and Strange carried Daniel over to the door labelled "Nurse's office".

Dr Strange coughed as he knocked on the door. The team waited for a moment before the door opened. Standing there was a brown haired woman wearing a Nurse's outfit. The men besides Strange blinked for a moment, shaking their heads to get the dirty thoughts they had.

"Strange!" The Woman said, crossing her arms.

"Hello Miss Carter " Strange said.

"Ahem!" She coughed.

"Hello Mother!" He sighed.

Shang-Chi dropped his mouth while Daredevil rubbed his ears, wondering whether he had heard the Doctor right. Even Moon Knight was a little surprised. For Scarlet Spider is was too good a chance to pass up a quip.

"Mom? Wait a minute, this hot nurse is your mother…wow, brings new meaning to the term Mum I'd…"

"Please don't call her that" Dr Strange sighed.

"Time passes differently in this dimension, it was where Stephen had me give birth to Junior here" The Nurse said.

"Everyone meet the Night Nurse, my father's old lover"

"Tell me Stephen have you dropped the Dr title from your name because a mediocre knowledge of magic hardly makes you a doctor, plus the title actually means something here" The Night Nurse said, flicking the light on in her office. "Bring your friend in here" She said.

"It was a gunshot wound Ma'am, a few minutes ago, we've managed to keep him breathing" Moon Knight said.

"Lay him on the table!"

They did as they were told, placing Daniel on the operating table. The Night Nurse used a pair of scissors to cut up Daniel's jacket.

"Unless any of you have any medical experience then get out, that includes you Stephen" The Night Nurse said.

"I know a thing or two about it, I've read countless books and I've had S.H.I.E.L.D. agents shoot at me" Scarlet Spider said.

"Consider this your lesson, get me disinfectant and bandages!"

While the other vigilantes walked into the waiting room, Michael ran to the cupboards. He took out the roll of bandages and watched as the Nurse connected the IV to Daniel's arm. The man's breathing was weak and his heartbeat was irregular. Scarlet Spider rolled the deliberator over to the Nurses side. She put her rubber gloves on, lifting Michael's now red shirt off of Daniel's chest. Giving her the scalpel, Michael began to unroll the bandages he thought they would need. She cut a small incision into Daniel's chest, using a pair of pliers to pull out the bullet. Then she clamped the artery and began rolling the bandages around the small cut she made.

"You have a surprisingly strong stomach" The Nurse muttered.

"Not that its any of your business but I've seen and done some pretty gruesome things, I mean I've got memories of vampires" Michael said.

"Ah vampires, I wonder how Blade is doing!" The woman sighed dreamily.

"Anyway, is he going to be all right?"

Connecting the defibrillator to Daniel's chest, the Nurse gave him a little shock to kick start his heart. He coughed for a moment, looking weakly to his side.

"Spider…everyone, I'm sorry" He whispered.

"It's all right Fist, everyone's fine" Scarlet Spider said optimistically, throwing his bloodied shirt in the hazmat bin.

"Wait…you've got to listen…there's not much time"

Raising his eyebrows, Scarlet Spider walked to Rand's side. He lowered himself onto a knee, placing a hand on Iron Fist's shoulder.

"Easy, don't try too hard" The Night Nurse whispered soothingly.

"The kingpin…he's started hiring super humans, he wanted me to betray you all"

"But you didn't right?"

"He tried to hire me…I turned him down…but then he took…he took"

"Daniel stay with us what happened?" Scarlet Spider asked.

"My daughter…that mans got my daughter…he said he'd give her back, so I lured you all away from what you were protecting…I'm sorry, they're…his mercenaries…they're going to kill…" But Daniel lowered his head, sighing weakly. "What is going...to happen...to my daughter?" He asked before he fell unconscious.

Scarlet Spider widened his eyes, as did Daredevil. The blind vigilante had been listening into the conversation and like Scarlet Spider he put two and two together. Murdock grabbed the collar of Strange's cloak while the Scarlet Spider swung the door open.

"GET US BACK THERE!" They yelled.

* * *

The Kingpin of crime smiled, overlooking the city inside his "fortress". Spider-man, the real Spider-man was dead, killed by the clone and soon the rest of the vigilantes would follow. But simply killing them wasn't enough, when you messed with the Kingpin he didn't just kill you; he killed your entire family. With Parker's family dead no one would think to take up the mantle or any kind of mantle against the Kingpin in the future. He had enough money to buy S.H.I.E.L.D. Fury may be director but Kingpin's sources told him Fury was just as crooked and ambitious as any other business man.

"Mr Heart, are the teams in place?" Kingpin asked his assistant.

"Yes sir, Scorcher, Elektra and the new Boomerang are converging on the lawyers office, the Vulturions are in reserve and Constrictor, Radioactive Man, Whirlwind and Eel have taken the Parker household, they are ready to execute them on your order" Heart explained.

Leaning back on his chair, the Kingpin smiled, everything was going according to his plan.

* * *

**Ten minutes ago**

May Parker; despite her losses was a strong woman. That was something Mary Jane Watson always knew about her. That was why Peter was so strong. He may have gotten his power from the spider bite but his strength came from his family. May put the dish of potatoes on the table with Mary, her mother and Kong watching.

"May, please let us help!" Mrs Watson said.

"No don't be ridiculous, you're my guests, its bad enough that Mr Samson has forced me to let him help" May smiled as her psychiatric came in, wearing an apron and carrying the gravy and vegetable dish.

"It's no trouble at all Mrs Parker and please call me Leo" Samson said with a smile as he placed the dishes down.

"Please call me May!"

Mary Jane coughed, catching the two adult's attention.

"Can you finish flirting so that we can eat" She said.

Samson laughed while May shook her head.

"The doctor-patient relationship is a sacred bond Miss Watson, my house calls are strictly professional, but friendship is always good especially in times like these…I've unfortunately had some contact with Miss Sofen and she tells me you stopped visiting her, I'm glad to see its because your improving"

"God I hate that woman, she's always looking down on people and I could have sworn I heard some noises coming from the principles office" Kong said.

Mary laughed as a shocked expression crossed her mothers face. May sat at the table, checking her watch as Samson bought the meatloaf into the dinner table. This was exactly what she needed, a dinner with her friend, therapist and her nephew's friends to make her happier as well as celebrate Peter's short but eventful life. S.H.I.E.L.D. had cut off access so alls there was left to do was wait for the guest of honour to arrive. She clapped her hands as the doorbell rang.

"Oh its okay May I can get it, we don't want you seeing anymore paparazzi today" Mary Jane said, remembering an unfortunate and violent encounter May had with a group of paparazzi.

Opening the door, Mary Jane was faced with her first big shock of the night. Standing before her, dressed in casual but clean clothing was her old boyfriend and Peter's best friend Harry Osborn. He looked healthy enough, apart from the red rings under his eyes.

"Hi Mary, May and Doctor Samson invited me, can I come in?" Harry asked.

Mary nervously opened the door wider, allowing Harry to walk in. She couldn't help but remember Harry's condition the last time they met, violent, psychotic and "fiery" if that's how you could describe turning into a heat generating monster. But Mary Jane recently had the same experience, so she understood the strain on Harry.

"How have you been Harry?" Mary Jane asked she hugged the boy.

"About as good as you've been considering what's happened…if there's anything I can do, even if its just staying out the way then I'll be happy to do it" Harry said.

"It's okay, lets just give Peter the send off he deserve" Mary Jane smiled.

Though there was awkwardness, May had faith that tonight would be great. Her blood pressure had been improving ever since she started seeing Dr Samson. He was a very good therapist, far better than the woman that had been treating the children at the school. They were just about to toast when there was a sudden tremor. Samson turned to the window, widening his eyes as the sound of an explosion rocked the street. A pair of silver coils ripped through the window, slicing apart the wall. The coils then sliced the table in half, knocking the group to the ground. May took deep breaths as she looked at the area that had been hacked apart. Mrs Watson was still screaming and Harry was clutching his head for some reason.

"MAY GET OUT OF HERE!" Samson yelled, running forward.

A sudden gust of wind threw Samson into the wall. The smoke cleared and shivers crept down the hostage's spines as they looked at the attackers. One had a bare chest and was wearing long gloves with snake like coils flowing out of the wrists. His brown hair was dirty and unkempt, and his expression was one of anger, his blue eyes showing nothing but contempt for his prey. Beside him was a face made unreadable by his hood and gas mask. His dirty brown suit covered his whole body and the underneath the eye lenses of the mask was a brilliant glowing green man. Giggling and twitching in front of them was a man wearing a bright purple and pink suit, with electricity sparking in his hands, his uncontrollable twitching completely disturbing.

"Before you ask Doc Samson, the S.H.I.E.L.D agents have been sent away, they were honest men and I did my best to make their ends pleasant, if you can call suffocation pleasant" Said the leader of the mercenaries, a man wearing a dark green helmet that completely covered his face, buzz saw blades were attached to his green gauntlets while some parts of his chest were left exposed by his tight green harness.

Mary Jane lowered her head praying that someone, anyone even the clone that killed Peter would save them.

* * *

Strange teleported the group to the meeting point, Daniel had been left with the Night Nurse in order to recover. Daredevil widened his eyes as he heard the sounds of the flames.

"Oh god!" Shang-Chi said.

"That's my office" Daredevil, or rather Matt Murdock said.

"I NEED TO GET TO QUEENS NOW!" Scarlet Spider yelled.

"Okay okay just give me a moment…" Strange said as he began waving his hands around in order to cast the spell.

Daredevil's ears then twitched, hearing the sound of an approaching object. But before he could act, the boomerang shaped blade flew so fast that it cut through Strange's wrist, chopping off his right hand. Strange yelled in agony while Daredevil flipped off the roof, firing his grappling hook and swinging to an opposite building. The Boomerang flew back to its owner, a man dressed in a black suit with a trench coat; an even bigger boomerang was in his left hand while a target was stamped to his black cowl.

"Bullseye!" The Assassin said.

Standing on the roof of the office was the one who started the fire. His armour and glass helmet protected him from the flames gushing out of the cannons on his arms. Standing behind Boomerang was Elektra, one of Kingpins top assassins. She looked at Daredevil without conflict; this was just business, nothing personal. Scarlet Spider looked to Moon Knight and then to Dr Strange.

"GO NOW! IF YOU SWING AS FAST AS YOU CAN YOU COULD STILL REACH THEM!" Moon Knight yelled, throwing Dr Strange over his shoulder.

Without hesitation, the Scarlet Spider jumped off the roof and began swinging for not his life, but the lives of everyone important to Peter.

Whirlwind pressed a finger to the button on his helmet. Kingpin had just given the order. He nodded to Constrictor, who grinned as he raised his coils at the petrified hostages. This had what they had been augmented for, the destruction of everything that was involved with Spider-man. Now was the time for their revenge against Peter Parker.

"Sorry guys and gals, but I'm afraid your gonna have to be cut up, then maybe Radioactive guy here can buy what's left of you to ashes, wait then Eel and Whirlwind wont have anything to do…oh well!" Constrictor grinned.

They closed their eyes, awaiting the slash of the coil. But alls they received was Constrictors angered yells. He thrashed around, his coils slicing apart tables and chair but leaving his hostages in tact. A second shot of webbing stuck Eel to the wall, and two more webs tugged them Radioactive Man and Whirlwind outside. Constrictor pulled the webbing off his eyes, running outside to face the clone. But it wasn't the clone he was expecting.

"Who the hell are you?" He asked, looking at his opponent's red costume, with a white spider stamped onto the chest.

"Well lets see I've got long feminine hair and a chest that boys die to get their hands on, as weird as it is for me to admit I'm not Peter Parker…I'm Spider-woman!" Jessica Drew said, standing on a street lamp with her costume on and ready for battle.

Next Chapter 7: Triple trouble

* * *

Jess is back, next Scarlet Spider races to the rescue, but three troublesome villains are after him, plus the other knights fight back

Hope everyone enjoyed the chapter and I hope it was worth the wait, I'll try to update more regularly from now on but dont hold me to it :)


	8. Chapter 7: Triple Trouple

Disclaimer: I dont own Ultimate Marvel or earlier versions of Marvel characters

* * *

The Scarlet Spider

Chapter 7: Triple Trouble

Michael Van Patrick had many problems, three problems exactly. One was the fact that he was a clone, which in itself is a main cause of identity issues. He knew he wasn't Peter Parker, yet he still had his memories. Peter's humour was also something he had to cope with, when he laughed at a joke was it him or Peter laughing? The Spider-woman clone had the same problem in her adjustment to her life. Cloning was a controversial subject at best, was the clone the same as the person they had been cloned from? Were they a person? Whatever the answers to those questions were Michael became the Scarlet Spider and opted to continue Peter's fight. He didn't know where it would end but he envisioned his tale ending with him discovering the mastermind behind the cloning. The second problem was S.H.I.E.L.D, and the other organisations under it. Nicholas Fury was a good man, but good didn't mean nice or incorruptible. Fury was a man like everyone else and like all men he had ambitions and he made mistakes that cost the country dearly.

'Understatement of the century' Michael thought, swinging from one building to another as fast as he possibly could.

Fury was a problem, as were the Ultimates if they were still under his control. The General had the other clones in his custody; he might have made other clones with the intention of replacing Peter. But Michael knew he didn't have time to speculate, instead he needed to focus on his third problem. Peter's family, the people he had to protect. May Parker was a kind woman, but her initial reaction to Peter's double life was at first rejection. She would never forgive Michael for what he had done. Mary Jane Watson also loved Peter; she would never stop hating Michael, that much he knew for himself. Would they accept his protection?

'You ain't here to be liked, you're here to protect people' Michael thought to himself.

The Scarlet Spider swung with all his strength and speed, launching himself down city blocks and using poles and buildings as slingshots with his webbing, with himself as the bullet. He span around as he launched himself, firing two more webs either side of the buildings he would face and pulling on the web lines.

'Right now your priority is protecting the people that Peter loved'

Suddenly, Michael felt his spider-sense goes off. His ears twitched as he heard a spinning sound. With a grunt, he pulled on his web lines, launching himself upwards. A spinning disc flew over the area he was last swinging on. Landing on the rooftops, the Scarlet Spider looked up, narrowing his eyes at his attackers. They were all wearing red and gold suits and flying in perfect synch with one another. Their helmets had beak shaped visors while the gloves and boots sharpened their limbs like talons. Golden wings were positioned underneath their back and armpits.

"Oh Great!" The Scarlet Spider said.

"I've been waiting for this day" One of the Vultures said.

"The debut of the Vulturions" Said the second.

"Enough with the names, I'm just happy we're getting some payback for all the times Spider-man beat us up" The third and only female in the group said.

"I'm the Scarlet Spider!" Michael declared.

"His clone, himself, what difference does it make? Besides Constrictor and some of the others are having their own fun with his family"

"What did you say?" The Scarlet Spider asked.

But the Vulturions didn't answer the question. Instead they swooped downwards towards the Scarlet Spider. He back flipped, dodging their bladed wings as they slashed at him. Then he slammed his feet into the chest of one of the male ones. The force of the blow caused the Vulturion to stumble in midair. But the criminal recovered, firing discs from his gauntlets. His fellow Vulturions also attacked, using Scarlet Spider's jumping manoeuvres against him. He dodged a flurry of discs by jumping upwards, but the second Vulturion tackled him, throwing him into the kick of the third Vulturion.

"If only there were three of me" Scarlet Spider said, latching a web line onto a gargoyle.

He swung away from the scene, his spider-sense warning him of the incoming Vulturions. They dived towards him, but Scarlet Spider flipped upwards, dodging one of the missile like Vulturions and firing a web line at another's head. He kicked the Vulturion in the head, then jumped off of him and punched the third Vulturion in the stomach. Swinging downwards, the Scarlet Spider altered his tactics. He landed on the street, looking around for something he could use. The Vulturions flew downwards towards the street. Suddenly a vending machine was sent flying into the first and middle Vulturion. Scarlet Spider tied a web around a trashcan, throwing it at the Vulturions. The Vulturions scattered, throwing their spinning blades at the Scarlet Spider. He flipped onto the wall, and then jumped upwards, rolling in midair, the blades brushing past his arms.

"Look lets talk this out, you've got your problem and I've got three problems, we could sit down for therapy, maybe trade costume colours, loving the red and gold" Michael said, jumping onto one of the Vulturion's backs. "Come on what do you say, whose your tailor, I'd love to get my hands on a high tech suit"

The Vulturion growled, swooping downwards in an attempt to shake the Scarlet Spider off. His two compatriots flew after him, the woman of the pair readying a missile built into her suit's wrist.

"Stop, you'll hit Jimmy!" The other Vulturion said.

"He knows the risks, besides I've waited six months for this and I'm not letting it go to waste" The woman said, lining up the sight before clicking the button.

The Scarlet Spider's senses blared as the Vulturion fired her missile. Jumping off the Vulturions back, Michael fired a web at the missile. He then flipped in midair, throwing the missile straight back towards the female Vulturion. The missile slammed into her left wing, breaking apart the golden feathers. She screamed as she fell in midair, straight towards the traffic jam on the streets below. But Scarlet Spider latched a web onto the woman's shoulder and threw her through the window of an abandoned apartment room.

'One down, two annoying buzzards to go' Scarlet Spider thought.

One of the Vulturions continued to chase after Michael, whilst the other flew into the apartment room.

"You idiotic bitch!" He said, picking her up off the floor. "I want him dead as much as you do but this ain't the way, we don't sacrifice our wingmen, we're following the Yancy street way now, those costumed freaks send one of ours to the morgue then we send one of there's to the morgue, they put one of ours in prison we put two of them in the hospital, those freaks tear apart our organisation we destroy their family, that's the way we do things" The Vulturion explained.

"I don't care about your twisted Yancy Street honour, I just want that Spider-Freaks family dead" The woman growled.

"I just want to be rid of these vigilantes and what better way to do that than to send a perfectly clear message" The Vulturion chasing Michael said on his radio.

While the two Vulturion's linked arms and flew out of the apartment together, a short distance away from them a blonde haired woman wearing a S.H.I.E.L.D. stealth suit watched the scene unfold. The goggles she wore relayed the images to the Triskelion, where General Fury and Colonel Danvers watched.

"Three thugs, one from Yancy Street sir" The agent said.

"Yes Agent Carter I can see that, what I want to know is where they've gotten the flying suits from" Fury said.

"Our mole at the Parker House has told us that the female Spider-clone is attacking the super humans there" Danvers said.

"Hold our agents off, we're not getting involved with this yet"

"Fury, we have a chance to intervene we should save Parker's family"

"Colonel Danvers I appreciate the advice but remember that I'm the one in charge here, not only does this situation give us the opportunity to get rid of the Spider-clones but we'll also look good for saving the Parker's from a group of vengeful super human terrorists led by the Scarlet Spider" Fury explained.

"They wont believe that"

"Betty's people can spin any story we give them"

Danvers and Carter narrowed their eyes, understanding the logic behind the orders. But personally they didn't trust the General with the lives of the civilians, especially considering his recent signs of incompetence for national security and control of super humans. Agent Carter zoomed in on the female Vulturion, taking a picture of her eye through the woman's cracked visor.

"Ocular analysis has bought up several possibilities sir" One of the Triskelion staff said.

"Narrow the search down, search female prisons in the New York area, anyone who's committed a crime in Manhattan that involved an intervention from Spider-man" Fury said.

"We've got one, Lindy Collins, she was stealing computers from a software firm, her partner abandoned her when Spider-man showed up"

"She sees her lover for the rat that she is and blames Spider-man for it, her hate grows into obsession, then she finds out the Spider-man was a kid whose already been killed, now she's looking to kill the killer for taking her target" Fury explained.

"Just got word from some of our contacts in the precinct near Yancy Street, apparently a large midnight brawl had been broken up by someone in a Black Spider-man costume, about half of the gang was killed and the rest were imprisoned, a few were released because they had cooperated with the police" Another staff member explained.

"Hmm, a black spider-man costume" Fury said.

"Another clone?" Danvers asked.

"There's one thing I like about you Danvers, its your intelligence, the answers pretty obvious, if you cant figure it out then your perfect for liasing with the Ultimates" Fury said as he walked out of the room, pushing a finger into his earpiece. "Codename Fixer, are you keeping an eye on the Scarlet Spider situation?" He asked.

Fixer grinned as he watched the battles going on between the vigilantes and the super humans.

"Yes sir, my surveillance drones are completely cloaked and watching battles on three fronts sir, but why have me watch the Scarlet Spider when Carter's watching him?" Fixer asked.

"Officially this is going to turn into a case of events that S.H.I.E.L.D. could do nothing to prevent, unofficially this is a dirty op in which several uncontrollable super humans will be wounded or killed, send a message to Gregory Stark, I want him to send V to the Parker Household, the priority for the male clone is termination" Fury explained before cutting the line.

Scarlet Spider ran across the rooftops, dodging a hail of bladed feathers fired by the pursuing Vulturions.

'Damn it, I don't have time for this' He thought.

"Colonel Danvers, we've identified the suits as modified versions of the Vulture armour, three were reported stolen from a weapons company named Toombes Incorporated, the major stock holder for that company is Wilson Fisk" A Triskelion staff member said, handing Danvers a file with the details of the suits.

"Three criminals steal technology from one of New York's richest but shadiest business man, a likely story" Danvers said, turning to one of the other agents. "Get Tony Stark on the line, I don't care if he's in the middle of something I want to talk to him now and without Fury watching"

Carter zoomed in on the battle, watching as the Scarlet Spider kicked one of the Vulturion's across the face. He then jumped onto their back, punching at the backpack.

"Get off me you little freak" The Vulturion growled.

"I'm a freak, you're the one with Shuriken blades and missiles, I mean stick to the Vulture theme here guys, it would be like me having giant spider legs on my back that shoot lasers, its cool and effective but it ruins the theme" Michael explained.

"WOULD YOU JUST SHUT UP ALREADY!" The female Vulturion yelled, firing her second missile.

Scarlet Spider jumped off of the Vultorion's back, wrapping a web around the approaching missile. He span in midair, throwing the missile upwards. As the missile exploded he fired two impact webs, one of them hitting the back of the leading Vulturion's head and hitting the other in the chest, knocking him off balance.

"Watch it Grimm!" The Woman growled.

"NO LAST NAMES GOD DAMN IT!" The man yelled.

'Wait a minute, Grimm' Michael, Carter and Danvers thought.

Utilising the Scarlet Spider's moment of shock, the leader of the Vulturions tackled him, flying him straight through the wall of a warehouse. He threw the Scarlet Spider to the ground, slamming his knee into the clone's chest.

"Take that you little shit, this is for all the men you and your freak friends have put in prison, the men simply trying to feed their families and get by in a society that refuses to help them" The Vulturion said as he grabbed the Scarlet Spider by his head.

He brandished his clawed hand, brushing one finger across Michael's cheek.

"Know this you pathetic piece of slime, you and Parker put people away in prisons while the families they tried to provide for we're left to scavenge for food, my wife refused to take up prostitution, now she and our children are living on the streets" He explained, removing his helmet.

He was in his late Twenties, with unkempt brown hair and blood shot eyes.

"I want you to know before you died, that your actions tore my family apart, I want you to know that my daughters will become prostitutes while their mother dies alone in the gutters, and there's nothing I can do because they probably despise me for never being able to give them the food and money that Peter Parker stopped me from stealing…I WANT YOU AND YOUR FAMILY TO DIE KNOWING THAT YOU BOUGHT IT ON YOURSELVES! THAT YOU ARENT THE HEROES!" He yelled hysterically.

The Scarlet Spider placed a hand on the man's wrist and placed his feet on the floor. He held the man's arms firmly yet spoke as softly as he could manage.

"Don't do this, just stop before you end up ruining your life further" Michael said.

He remembered the moment this man's life was ruined. Peter Parker was still alive, swinging across the street. Michael saw through Peter's eyes as he chased after the man. He had worn a mask and ran across the street with cans of food and money in his hand. Spider-man tied the man's legs up and hung him upside down on a lamppost. The man's gun and food scattered across the floor and he pulled at the sticky threads binding his legs.

"NO NO! THIS CAN'T HAPPEN! LET ME GO!" The man yelled at Spider-man.

"And let you rob another store, I mean just think of the nice Iranian shop keeper you've traumatised and the workers who slaved to make one dollar out of these baked beans" Spider-man said, using his usual humour to lighten the mood.

"YOU BASTARD! THE GUN WASN'T EVEN LOADED!" The man yelled over the police sirens.

Peter had heard him, but the police had already arrived. In a flash, Michael was back in the present, looking at a man that had been broke because of Peter's actions.

"You wanted Peter dead, now you want me dead…if that's what you want then after I find out who set me up, I'll allow you to kill me if that gives your mind comfort, but don't force your sorrow on a family that is already broken by a loss, May Parker is a good woman just as you were a good man, she's lost so much but she still goes on, if you do this, if you become a murderer then you've lost your wife and children forever…look at your armour, you can use it for something better, if not to save others than to be an example that your daughters can follow, what I'm trying to say sir is that we cant take back our failures and bad deeds, I will always have Peter's blood on my hands…but I will try to save one life to make up for the life I took, and then another life and another until I am myself killed" Michael explained.

He let go of the man's hands, allowing him to grip his neck.

"That man that Peter Parker stopped was an honest man, but you do this and you'll be nothing but a killer, who doesn't deserve anyone's help"

The man's hands shook as he loosened his grip on Michael's neck. He lowered his hands, yelling as tears fell down his eyes.

"Alls I have ever wanted, was my family" He said.

"You can still get them back, just take the armour off and go back to your family, you still haven't lost them" Michael said.

The Vulturion lowered his head and wiped at his eyes.

"You're right, I'm not a murderer, the problems of society never drove me to it and Wilson Fisk certainly can't either" He said.

"Can you confirm that Wilson Fisk is behind all this?"

"He's the Kingpin and a twisted businessman, he owns half of New York now, I just want to go home to my children…can I do that?"

The Scarlet Spider nodded his head, taking the man's helmet and throwing it to the side.

"You've done the right thing"

"Yeah, maybe I…"

**BLAM!**

Michael widened his eyes as blood sprayed across his shirt. A bullet had flown into the man's back and straight into his lung. He fell into the Scarlet Spider's arms, the light fading from his blood shot eyes.

"NOOOOO!" Michael yelled.

Danvers looked at the scene in shock while Carter looked towards where the shot had come from. He was holding a sniper rifle, with other weapons strapped to his arms and legs, all of them hidden by his black coat. Carter narrowed her eyes at the skull on the man's shirt. Frank Castle closed his eyes as he gripped his crucifix. Then he disassembled the rifle and put it in his suitcase before he calmly walked out of the war. Wilson Fisk had just declared war, and the Punisher was going to do what he did best because it had been a war he had fought for a long time. He had no doubt that soon New York would become a War zone.

Michael Van Patrick was a man with many problems. He held a man who had been a problem in his arms, contemplating his and Peter's actions. But then he realised he had no time to cry or to plan. Instead he had to utilise what had happened. The Scarlet Spider jumped out of the building, swinging away from the remaining Vulturions. He had to save Peter Parker's family, no matter what the cost. Wilson Fisk had changed the rules, Peter Parker would have shown him mercy, but Michael Van Patrick had no intention of doing what Peter would have done. He was his own man with problems that may have been similar to Peter's, but the key difference between them was how far they were willing to go in order to deal with their problems. And the Scarlet Spider had just thought of a permanent solution.

Next Chapter 8: Her own life

* * *

Hope everyone enjoyed the chapter, next one features Spider-woman


	9. Chapter 8: Her life

Disclaimer: I dont own Marvel

* * *

The Scarlet Spider

Chapter 8: Her own life

**My name is not Peter Parker it's Jessica Drew. Though I am a clone (and a heavily modified clone at that) I am not Peter Parker. The CIA had me created to be a weapon they could use against Nick Fury. I have Peter's memories, his experience and his powers (except for the handy organic webbing that saves me eighty dollars). But I'm not him, it took me a while to realise that.**

"So what are you guys, the terrible legion? The nasty boys?" Spider-woman asked, jumping over Whirlwind and pulling the web line attached to Radioactive Man's shoulder.

Radioactive Man stumbled forward and Whirlwind swung his buzz saw blades around. Spider-woman ducked underneath the blow, rolling backwards and then diving to the side as a tentacle slammed against the pavement. Constrictor swung his coils around, ripping off pieces of the houses around him. He swung his left coil at Spider-woman, forcing her to jump upwards. Then he swung his right coil down horizontally. Spider-woman rolled in midair, barely avoiding the silver coil and firing a blob of webbing at Eel's feet. The twitching man pulled on his leg before melting the webbing with his electricity. Jessica Drew smiled underneath her last as she landed on the ground and beckoned the men to run for her.

**I've got his love for science but probably not his potential. What I don't have is his love for red head's. I mean I thought it was odd at first how I was staring at boys, but now I realise there's nothing to be ashamed over. Johnny Storm's cute but I'm getting off track, I'm not Peter Parker and I shouldn't try to have his life. But that doesn't mean I should leave his family to die, cause they could be my family too.**

Whirlwind ran at Spider-woman, swinging his blades towards the girl. But Jessica rolled backwards, kicking Whirlwinds legs and then thrusting her feet into Constrictor's face. She flipped in midair, dodging an electric blast fired by Eel. Landing behind him she kicked the back of his legs.

**That day with Doc Ock I had lost two brothers, then a few weeks later I lose another.**

Jessica Drew had been sitting in a homeless shelter the day Peter Parker died. She was sitting by herself, drinking the coffee she had been given, a thick green coat hiding her costume. Normally there would be crowds of homeless people around her, eating their own food and lining up at the kitchen. However today they were crowded around the TV. Curiosity got the better of her and she decided to check it out. What she found haunted her to this day.

"Oh my god!" she whispered.

"He was just a kid, I cant believe it" One of the homeless men said.

The TV report then showed earlier videos of Peter getting his face smashed in by the clone. Jessica put her hands to her mouth as tears began to well in her eyes. She walked as fast as she could towards the exit. Once she was outside she walked into the alleyways, crashing against the wall and coughing as she let the tears fall down her face. The images of Peter's beating continued to flash in her eyes along with that awkward but pleasant hug they had shared.

"Peter!" She whispered.

**Peter Parker was the closest thing I could have had to a brother who wasn't bat shit insane (like the Scorpion guy). My name is Jessica Drew, and this is my life…**

Spider-woman backhanded Constrictor then kicked Eel across the head. She flipped back, avoiding Whirlwind's saw. Landing smoothly on her feet, Spider-woman ducked underneath Constrictor's coils, and then pulled Radioactiveman into Eel's back. Jumping over Whirlwind, Spider-woman slammed her heel into Constrictor's shoulder. Radioactiveman fired a blast from his hand, which Spider-woman rolled under, then jumped and kicked Radioactiveman across the head.

"Just grab her Radioactiveman!" Constrictor growled, shooting his coils towards the girl.

But Jessica leant her head back, dodging the coils and shooting two webs onto Constrictor's chest. She gave the lines a tug and pulled Constrictor, hitting Radioactiveman in the back and slamming her fist into Constrictor's face.

"You boys certainly have the teamwork down, maybe when your back inside you should take group therapy together" Spider-woman said, flipping over Constrictor and kicking Whirlwind in the chest.

**I am Jessica Drew, that's who I've chosen to be!**

Spider-woman swung across New York, launching herself towards a thief's getaway car. She landed on the hood, then jumped off, firing two web lines either side of the car. Then she slammed her legs into the roof and landed in the back passenger seat.

"Nice ride you've got here, but I figured you'd need a nice spot for the sun to shine through" Spider-woman said, leaning back in the man's seat.

"Who the hell are you?" The getaway driver asked.

"Spider-woman, now could you please surrender the vehicle quietly?"

**Of course things are never quiet!**

Spider-woman jumped out of the car, firing two web lines either side of the vehicle. Then she slammed her feet into the bonnet, and then thrust her hands through the window. She then grabbed the driver's neck and jumped away from the vehicle with him in her hands. The vehicle continued to move, before slamming into a street lamp. Tying the man up with her webbing, Spider-woman swung away, leaving her prey hanging off a Starbucks sign.

**My life consists of similar activities to Peter Parker, working, fighting and quipping. That's my life…different from Peter Parker's yet similar too.**

Jessica stood over the gravestone of Peter Parker, looking at the words written on the stone.

"With power comes great responsibility!" She said.

The young girl closed her eyes, tears welling and falling down her cheeks. She lowered herself, leaning on one knee and placing a hand on the stone.

"Peter, you and I are alike and yet…we couldn't have been any different…I am different from you Peter, I cant replace you, I cant be like you only similar, I cant fill the void in Mary Jane and May's lives, but I promise you I will protect them, with great power comes great responsibility…I'll honour Uncle Ben and you, with my name, my actions and the life I will choose to live from this moment on" Jessica explained, wiping away her tears.

"He'd like that!"

Jessica turned around, dropping into a stance. However when she saw whom she was talking to she eased up and lowered her guard. He wasn't wearing his costume, but any American would recognise Steve Rogers. The man was dressed in a blue sweater and a black coat, holding a set of flowers.

"I know who you are, clone of Peter Parker…and I know your different from the punk that killed Peter, continue to be different from him, that way you'll honour Peter" Steve said as he laid the flowers in front of the stone.

"I intend to…I never realised Peter had earned your respect" Jessica said.

"He was a good kid, strange sense of humour, but I had no doubt he would have become the best of us, Peter Parker didn't deserve what happened to him"

"How is S.H.I.E.L.D. doing with finding the clone that killed him?" Jessica asked.

"I don't know, I left the organisation after that business with the Liberators, but from what some of my contacts tell me Fury is deploying some dirty methods to catch him, you heard of that incident with the train the other day?"

"Yes…part of me wants to rip that guy in half, but another part commends him for his effort and wants to forgive him" Jessica said, closing her eyes with a shudder.

"You mean Fury?" Steve asked.

Jessica shook her head, turning back to the gravestone.

"The one who killed him, this Scarlet Spider…he's fighting for something he wont get from May or Mary, I don't know which part of me wants to forgive him, the part of me that is Peter Parker or the part that is Jessica Drew"

"If that's the case…then do what you think Peter would do" Steve said solemnly.

"But I need to live my own life"

Steve smiled as he placed a hand on Jessica's shoulder.

"Live your life and live according to the path that you think is right, live by Peter's path if you want to but make it your own path" The patriot said, patting her shoulder.

Jessica looked at the Ultimate for a moment before looking back at the gravestone. She solemnly nodded her head, smiling peacefully.

"Just because you have similarities to another person doesn't mean you are the same, thank you Cap"

"Please call me Steve!" Steve said with a smile.

"Call me Jessica, Jessica Drew!"

**This is my life…it's mine alone because I am living it, not Peter Parker but me.**

Spider-woman threw Eel over her shoulder, and then slammed her fist into Constrictor's face. She waved her hair back and crouched as Whirlwind span his saw blades round.

**I'm the Spider-woman, the girl that's gonna look after May Parker from now on!**

Whirlwind swung his blades at Spider-woman, who ducked underneath the spinning blades. She tied her webs around Whirlwind's feet, and then jumped upwards, throwing Whirlwind across the street. When she landed, Jessica smiled cockily, shaking her hands slightly.

**Although, I'm pretty sure Peter had better hands for punching…oh well at least I'm cute!**

"Well boys I'd love to stay and chat but I'm afraid I've got to save the civilians" Jessica said, walking towards the Parker house.

Suddenly, a green beam slammed into Jessica's back. She let out a scream as she rolled across the floor. Radioactive man huffed as he threw his gloves aside, revealing his glowing green hands. Spider-woman got up off the floor, only to be hit by another blast from Radioactive man.

"Idiotic bitch, did you think you would just come here and save the day?" Radioactive man asked.

"Our modifications are ten times as powerful as Spider-man's, we sacrificed our very humanity in order to get what we want, that's more than what Parker was willing to sacrifice" Constrictor said as he wrapped his coils around Spider-woman's waist.

He slammed Spider-woman against the ground, and then Eel fired a blast into her chest. Jessica again rolled across the floor, stopping just inches from the house. She got up off the floor, dropping into a fighting stance and preparing herself for the fight.

"You wont take one step into this house, or one more step near May and Mary Jane" Jessica said.

"Idiot, what makes you think you alone can stop us?" Whirlwind asked.

"She's not alone" a voice said behind Jessica.

A hand slapped Spider-woman's shoulder and in shock she turned to Harry Osborn. He stood with a neutral expression as he looked at the three super humans. Walking forward, Harry stood by Jessica's side, taking on a fierce gaze.

"All of you run away now, run away or I won't be held responsible for what happens to you" Harry said.

"What the hell are you going to do rich boy?" Constrictor asked.

"You should know that you all in grave danger…cause I'm still seeing my therapist"

Upon hearing those words, Jessica smirked before turning towards the super villains.

**This is my life; a life of tragedy, adventure, responsibility and perhaps my most favourite part of all family…May Parker and Mary Jane are my family because they were Peter's family. They are also Harry's family…a difference between me and Peter besides the Gender is that now I really like Goblins!**

* * *

Wilson Fisk, AKA the Kingpin smiled as he leant back in his chair. Soon the Parker family would be dead and a message would be sent to anyone attempting to interfere with his operations. He sipped his wine and looked at the reports given to him by his contacts in S.H.I.E.L.D. Fury's interest in his operations were of no concern, the man was ambitious, and ambitious men could be bought. In fact Fisk needed to gather some funds in case Fury came knocking.

"Mr Heart, call my accountants and have them send some money to the building" Mr Fisk said, speaking into his intercom.

Only silence welcomed the Kingpin's ears.

"Mr Heart did you hear me?" He asked.

"Sorry Fisk, but Mr Heart is currently nursing a black eye, I wont take any messages but I've got one for you!"

Fisk widened his eyes, getting off his chair and staring at the video feed of the lobby. Mr Heart was crouched on the floor, a hand to his face with two guards beside him. Another guard was unconscious, the collar of his shirt gripped by the Scarlet Spider. Fisk trembled in fear as he heard the fury in the clone's voice.

"Peter Parker going to be just one of many people I'll have killed by the end of my life Fisk, don't bother making your peace with god cause I'm sending you straight to hell!"

Next Chapter 9: Warzone

* * *

Next time the war in New York errupts as more super humans are unleashed. Citizen V gets involved, the Hobgoblin returns, Daredevil kicks some ass and another deadly Spider-man villain is introduced to the Ultimate Marvel universe...or at least my Ultimate Marvel. Hope everyone enjoyed the chapter


	10. Chapter 9: Warzone

Disclaimer: I dont own Marvel

* * *

The Scarlet Spider

Chapter 9: War zone

Fisk wiped the sweat off his forehead, steadying his hands and easing his rushing heart rate. His reputation was built on one of fear and money, when the Kingpin made you an offer you didn't refuse, but now Fisk was on the edge of experiencing fear. A fear he couldn't afford to reveal to his bodyguards. The armed soldiers ran down the hallways of Fisk's building, lowering their rifles into the lobby area. Half of them were shaking, they were used to shaking down businesses, not fighting angered super humans. Fisk bought up his views of the security cameras, watching the imminent fight. There was silence in the lobby and Fisk gasped, as one of his cameras was shutdown. A few seconds passed and another camera for the lobby was knocked out. The guards began to creep into the lobby, taking note of a missing stone pillar.

"Wait a minute…EVERYBODY…" But the commander's warnings were cut short.

A web line was wrapped around a pillar, which slammed into the crowds of soldiers. Scarlet Spider lunged at the guards, slamming his fists against their faces. He shattered one mans glasses and cracked another's jaw. Clothes lining two more, he sent them flying against the wall. Recovering from the surprise attack, the remaining soldiers aimed their rifles. Scarlet Spider jumped off of one of the support pillars and dashed across the room, walking over the wall and leaping onto the ceiling. He fired two web lines, clogging the barrels of two soldier's rifles. Then he jumped over them, slamming his fist into one guard's stomach. Lifting the grunt off the floor he threw him into the commander.

"Get him!" One of the soldiers said, throwing aside his rifle and drawing a knife.

But the Scarlet Spider grabbed the man's wrist and slammed his knee into the man's elbow. The guard yelled in agony, his arm hanging off his elbow socket. Scarlet Spider then slammed the palm of his hand into the guard's gut, sending him flying into the arms of two of his fellow guards. Another group of guards appeared from the elevator, but instead of guns they carried syringes.

'More super humans?' Scarlet Spider wondered.

When they injected themselves they began to cringe in pain. Slowly their eyes formed into reptilian slits as their teeth sharpened into razors and their jaws grew longer. Their arms expanded, ripping their sleeves while scales replaced their skin. Hair fell onto the floor and tails burst out of their pants. Scarlet Spider squeezed his hands into fists, watching as the mutated Lizard men snarled at him.

'Peter would have some kind of quip to show in this situation, but I'm not Peter' Michael thought before he ran forward.

While Kingpin's men mutated, an ally of Spider-woman's began a quicker and less agonising transformation. Harry Osborn's upper chest was set alight as he grew taller, stronger and more powerful than any ordinary super soldier. The Oz serum lingering in his blood took hold as his skin changed to an orange colour. His ears stuck out and armour scales appeared on his forehead, with spikes popping out of his expanding shoulders and arms. He let out a roar to intimidate the super villains as flames ran around his body, burning his shoes and shirt off. Jessica smiled; glad that Harry's "hobgoblin" persona was on her side.

"Kill them!" Whirlwind said.

Whirlwind's buzz saw blades span around while electricity ran through Constrictors coils. Radioactive man ripped off his shirt and mask, revealing his glowing green skin. Eel thrust his hands forward, firing an electric blast that ripped through Hobgoblin's shoulder. Harry stumbled backward, holding his bleeding shoulder. His eyes narrowed as he let rage and adrenaline take over. With a roar he leapt upwards, distracting the villains attention. Spider-woman rushed forward, firing a web into Eel's face. Hobgoblin then landed, sending cracks across the road. Harry slammed his fist into Whirlwind's chest, throwing him through a nearby garage. People in Queens began to run out of their houses, not wanting to get involved in a super human rampage.

"I'll freaking kill you freak" Constrictor growled, wrapping his coils around Hobgoblins neck.

While Constrictor shocked Hobgoblin, Radioactive man fired a blast into Harry's back. Spider-woman jumped over Harry, kicking Constrictor in the face. Hobgoblin then grabbed Radioactive man's head and threw him across the street. Eel ripped the webbing off his face, twitching uncontrollably as electricity covered his body. Spider-woman punched Constrictor around the face and Hobgoblin slammed Whirlwind against the ground. The green armoured man slashed Harry across the chest, widening his eyes as the flames the goblin generated melted his blades. Harry slammed his fist into Whirlwind's head, cracking his helmet and sending him sliding across the pavement.

"Die…ALL OF YOU DIE!" Eel yelled, throwing his hands forward.

Electricity flew from Eel's fingertips, covering Hobgoblin and burning Jessica's arm. She screamed in pain, patting the flames off of her shoulder. Constrictor grinned, kicking Jessica in the chest and wrapping his coils around her waist. He lifted her off the ground and ran electricity through the coils. Spider-woman and Hobgoblin screamed in agony as the two super villains electrocuted them. From the Parker house, Mary Jane clutched her wrist as her hand shook.

In the streets of New York, Scorcher laughed as he blasted fire into the alleyways. Shang-Chi and Moon Knight were watching the armoured man from the rooftops, deciding when would be a perfect opportunity to act. Daredevil however was carrying Strange on his shoulder, jumping across the rooftop, dodging the boomerangs thrown by Bullseye. Elektra ran and jumped from rooftop to rooftop, drawing her Sai's. Daredevil heard the metal sliding out there sheathes and dropped Strange. He rolled across the floor, his radar sense detecting Elektra as she thrust her Sai towards him. Daredevil grabbed the woman's wrist, and then slammed his knee into her chest. Then he flipped her over, throwing her across the floor.

Scorcher marched down one of the alleyways, keeping his flamethrowers ready. Suddenly two crescent blades cut the wires connected his cannons to his backpack. Moon Knight held one end of a line while Shang-Chi tied the other end around his waist. While Moon Knight held onto the line, Shang-Chi swung into the alleyway, slamming his feet against Scorcher's helmet. The force of the kick threw Scorcher out of the alleyway. Moon Knight then let go of the line, alloying Shang-Chi to set his feet on the floor. He ripped the rope off of his waist and ran at the disarmed Scorcher.

"You black mail my friend into helping you then you shoot him when he's done what you asked…this is for Danny!" Shang-Chi growled.

The martial artist slid underneath Scorcher's legs, and then kicked his kneecaps. With a sickening crack and a deafening scream, Scorcher fell to the ground. Flipping back onto his feet, Shang-Chi looked to his side then broke off into a run as an energy blast flew past his head. Shang-Chi slid into the alley, peaking his head out to look at the new arrivals. Or rather the new arrival, a man wearing orange and red armour with a silver helmet.

"This is Shockwave, I've got the targets in my sight, ready to terminate" He said, aiming the palm of his hand at Shang-Chi.

The armoured man fired a blast from his hand, taking off a chunk of the wall Shang-Chi hid behind.

"Moon Knight throw me a line!" Shang-chi said.

Moon Knight threw down a piece of rope, which Shang-Chi grabbed onto. Shang-Chi began climbing up the rope as Shockwave hovered towards his position. The armoured man fired blasts from his hands, hitting the part of the wall inches from Shang-Chi. Moon Knight ran with the line in his hand, quickly pulling Shang-Chi onto the roof.

"This is too big for us, we cant beat them" Shang-Chi said.

Daredevil ran as fast as he could across the rooftops. When he jumped he flipped in midair, dodging the projectiles launched by Bullseye. The assassin span the high tech boomerangs in his hands and threw them at his nemesis. But much to his shock, Daredevil stepped off of the blades and launched himself towards Bullseye. He slammed his fist into the assassin's nose, pushing him back towards the edge of the rooftop. Bullseye threw a punch at Daredevil, but the vigilante grabbed Bullseye's wrist and swung his hand into his elbow.

Bullseye yelled as Daredevil pushed his arm out of place. Then Daredevil slammed his elbow into Bullseye's face, knocking him closer towards the edge of the roof. Elektra got off the floor and twirled her blades round, running towards Daredevil. She swung her blade forward, cutting his cowl. But Daredevil quickly swung round, knocking Elektra's blades from her hand. She kicked his chest, and then grabbed his arm. Daredevil quickly grabbed Elektra's neck and threw her back, also kicking Bullseye in the gut.

"Shit, this isn't what I signed up for" Bullseye said.

Elektra kicked Daredevil's legs, knocking him to the ground. He grabbed her hair, rolling across the floor and throwing her further back. She drew several kunai, throwing them towards her target. But Daredevil stopped the blades with his stick, throwing them aside and rushing towards Elektra. He wrapped his arms around her waist, jumping off of the roof and firing his grappling hook. They swung towards the streets, rolling across the road and coming to a stop near one of the alleyways.

"Get off of me!" Elektra growled, kicking Daredevil off of her.

But Daredevil quickly jumped to his feet, tackling Elektra and grabbing the back of her head. He slammed her against the alley wall, grabbing her arm and twisting it till she dropped the Sai. Their lips barely touched and for a moment both of them considered stopping. Suddenly, Daredevil swung his head back and a shuriken flew in between them. Elektra looked to the roof to see Bullseye taking out his Kunai.

"He has five Kunai Matt" she said.

"Elektra what are you…"

She pushed him back and drew another Sai from her belt thrusting the blade forward; she narrowly missed Daredevil's shoulder. He felt the blade but smirked, knowing that his former lover was holding back. Bullseye threw his kunai, sending the five blades flying towards Elektra and Daredevil.

* * *

Scarlet Spider ran towards the Lizard enhanced guards. They swung their massive tails around, causing Michael to jump over them. He latched his webs onto their shoulders, trying to drag them to the floor. A swing of their tails made Scarlet Spider duck, then rolled and finally jumped over the last tail. Stepping off of a pillar, Scarlet Spider jumped onto the wall, using his sticky fingers to swing himself behind one of the Lizards. His elbow slammed against the creatures back, causing it to cry out in pain. Ducking under a swipe from one of the creature's claws, Scarlet Spider slammed his fist into its jaw, snapping the lizard's elongated tongue with its own teeth. Then he rushed towards the elevator door, catching the other lizards in a web blob. He tied four web lines onto the elevator door and tugged as hard as he could. Eventually the door was bent until an opening appeared. Scarlet Spider jumped onto the elevator wall and began climbing up the shaft.

* * *

Harry Osborn, or the Hobgoblin as S.H.I.E.L.D. code named him had never felt better in his life than how he was feeling now. Part of transforming into the monster was the sense of liberation that he was doing something good with a gift his father wasted. He threw Eel across the street then slammed his fist into Whirlwind's chest. Whirlwind span around and created a gust of wind, sending cars flying towards Harry. Spider-woman jumped over the cars, swinging her leg into Whirlwind's face.

"This is really getting on my nerves" Constrictor said.

He swung his coils around, trying to hit Spider-woman as she flipped away from Whirlwind. Hobgoblin slammed his fist into the side of Constrictors chest. He then fired a blast into Whirlwind's chest, throwing him backwards. Spider-woman landed beside Harry, slapping her hand against his.

"All right, now that's a team up, who says Goblins and spiders can't work together?" Jessica asked.

Mary Jane breathed a sigh of relief as her hand stopped shaking. Jessica and Harry then dropped into fighting stances as Whirlwind got up off the floor. He threw off his helmet, revealing a brown haired man underneath.

"You little bastards, I'll kill you all!" He said. "It doesn't matter how powerful you are, NOTHING CAN BEAT AN F5!"

He threw his hand forward; creating a whirlwind that threw Harry and Jessica through a nearby garage. Whirlwind built up the speeds of his wind, gradually changing it to a tornado that ripped off pieces of other houses.

"I'LL KILL EVERY LAST ONE OF YOU!" He yelled.

* * *

Frank Castle looked down the scope of his rifle. The Kingpin's thugs had been laying on the pressure for witnesses and threats to their organisation. Honest policemen would get threats in the mail; jurors who didn't accept bribes were black mailed and district attorney's and lawyers were found drowned in their baths or had just disappeared completely. The law couldn't touch the criminals now, right now there was a war on the street and Frank Castle was a soldier. So he did what he did best, and gunned down the thugs waiting to intimidate a juror. He packed up the rifle and moved onto his next stop. Hells kitchen was slowly becoming a gathering ground for metahumans, criminals spliced with animal DNA and men wearing high tech armour. Castle wasn't about to get into a suicidal fight against these new super villains like the Big Wheel, Grizzly, Stilt Man and Will O' the Wisp (no matter how stupid they looked or sounded). So he stuck to the gang members seeking to take advantage of the chaos. People sensed the end for the Kingpin despite his Enforcers actions, so a mix of petty gangs and crime families were moving in on Kingpin's territory. A gang war would engulf the entire city of something wasn't done about it.

'The Police wont shoot first, but that's exactly what needs to be done in this situation' Frank thought as he watched several squad cars drive past him.

He could already hear the gunshots and curses being thrown by gang members. Walking into an alleyway, Frank narrowed his eyes at the people dealing drugs with one another. Criminals that the police just drove past, criminals that the justice system would go easy on, criminals that made money from addicts and desperate families and ruined educations. They were criminals and they deserved to die in Frank's eyes. He reached into his jacket, pulling out his pistol and putting two in their heads. Ignoring the smell of drugs and blood, Frank reached into his bag, pulling out a harness and guns. Strapping to bulletproof vest on, Frank then threw off his coat, revealing guns strapped to his thighs and arms. He loaded a rifle, putting it onto his back and then slipped a grenade into a launcher he'd keep hanging loosely on his shoulder.

"All right punks, who wants to take their punishment first?" Frank wondered as he climbed up a fire escape.

The Maggia would be hitting the petty Skulls gang in a drive by shooting. Frank would hit both at the same time. While the thugs were simply men with automatics, Frank had years of training in firearms. He was an excellent shot, taking the semi-automatic from his back and waiting for the cars to arrive. When they arrived he squeezed the trigger, putting bullets into the side wheels of four cars. The crashing of the cars caught the skull's attention as they rushed out of their hiding places. Frank smirked, fish in a barrel all lined up for him.

* * *

Scarlet Spider crawled up the elevator shaft, gradually getting closer and closer towards the Kingpin's office. There was nowhere left for Fisk to run, nowhere he could hide. It ended tonight for the kingpin whether he liked it or not. The man had crossed the line and as a result of that he would fall off the building he called his "place of business". There'd be no more business and certainly no more Kingpins. Putting his fingers between the edges of the elevator door, Scarlet Spider slowly ripped the door from its hinges and looked into Fisk's office. The overweight man was cowering at his desk as Scarlet Spider moved into the room. Michael smiled; Fisk knew that he wasn't anything like Peter. Clicking his knuckles together, Scarlet Spider began firing webs onto the cameras. He obstructed their view, no one but Fisk should be able to see what he was about to do.

"What are you doing?" Fisk asked as Scarlet Spider pulled his mask.

"Giving myself another reason to kill you" Michael said.

He pulled the mask from his face and looked Fisk in the eye with total fury. Fisk trembled as he reached for his cane, knowing the look that the clone had. It was the look of a man about to commit murder again.

* * *

There weren't that many lawyers that would be willing to campaign against the Kingpin. However there were some who were both a threat and personal target that Fisk wanted eliminated. Foggy Nelson was the legal associate and partner of Lawyer Matt Murdock. He was one of many targets that the Kingpin had given his hit men. They put silencers on their pistols and picked the locks of Nelson's front door. These men were professionals; they had performed dozens of hits for the Kingpin. Killing one fat lawyer would be easy. The apartment was pitch black, which would make the job easier for them.

'Easiest hundred grand I ever made' One of the hit men thought.

They walked deeper into the house. The man in front kept his pistol ready but stopped as he bumped into an object. He touched the object; it felt round and smooth, yet also hard. Suddenly the object slammed into the hit man's nose, throwing him back. The lights then turned on and the other hit man widened his eyes. Standing before them was Captain America himself, the light reflecting from his shield. Beside him stood the Black Panther, his knuckles claws drawn.

"You'll find gentleman that Mr Nelson isn't here right now, so how's about we take this outside, I'd hate to ruin his apartment" Cap said as he clicked his knuckles together.

Across the city, Shockwave aimed his palm lasers at Moon Knight and Shang-Chi. Suddenly a beam slammed into his back, drawing his attention away from the costumed vigilantes. Iron Man hovered over him with a wrist blaster ready to test which armour was better. Bullseye threw a volley of Shuriken towards Daredevil and Elektra, only for an arrow to fly through them, pinning the stars to a nearby wall. Hawkeye knocked back an arrow, smirking behind his mask as Bullseye eagerly pulled out a Kunai blade. There was a nice little target on Hawkeye's mask that he could hit. In Queens, the super humans widened their eyes as Whirlwind tore the roofs off of houses and obliterated.

"I'LL KILL EVERY LAST ONE OF YOU!" Whirlwind yelled.

Spider-woman held onto Harry's hand as dug his free hand into the ground. Whirlwind laughed manically as he tore off chunks of the road and grass around him. Suddenly, a blade burst through his stomach. The tornadoes stopped as Whirlwind fell to the ground. Citizen V brandished his sword, looking towards the other super humans as they got off the ground.

"Well looks like we've got reinforcements" Spider-woman said.

Unbeknownst to the combatants, numerous cameras were watching the battles taking place. A man smiled, revealing a set of razor sharp teeth and foul breath. He sat at a desk, a brown coat wrapped across his naked body. Though there was little light in the room, one could see the slight green hue to his bony skin and his pointed ears. He cackled as he watched the battles.

"This is turning out better than I thought, the Ultimates are distracted and its only a matter of time before S.H.I.E.L.D gets involved fully, and when that time comes you my children will be ready to take what belongs to me" The green man said.

In the darkness several figures bowed to him. One was shirtless with a scar that had the letters "KIA" written on them. Purple armour was wrapped around his left arm. The figure beside him was kneeling lower than him and had a red costume with six arms. Kneeling behind him was a bulky giant of a creature, the hair on his hair rising as he hissed. Next to him knelt an equally as giant creature, bearing what looked like red and blue skin. Leading the pack of creatures and super humans was a man in a black suit, bearing lighter black markings across his red-eyed mask. Brown hair hung over his face while a red cloak flapped behind him.

"When I give the command, go to the Triskelion and bring me the girl" The green man smirked as his army bowed.

Next Chapter 10: Streets of rage

* * *

More Ultimate Marvel villains show up as the fighting gets bigger, the rebuilt X-men consider getting involved while Michael Van Patrick goes all out next chapter


	11. Chapter 10: Streets of rage

Disclaimer: I dont own the characters of Marvel

* * *

The Scarlet Spider

Chapter 10: Streets of Rage

Carnage was reigning across the streets of New York. It was a deadly reminder of some to the foreign invasion of the Liberators that happened months before. However the sight of the gigantic red drones had been replaced by a giant…wheel.

"That is the stupidest idea I have ever seen" Wanda Lensherr, the Scarlet Witch said as she watched the Big Wheel roll over police cars and riot crews.

She considered using her hex abilities to break the ridiculous machine apart. But her brother already had the situation well in hand. The Wheel pilot faced great shock when his vehicle literally fell apart. Pietro suddenly appeared beside Wanda, the wind from his speed waving her cloak around. He dropped a pile of screws onto the streets and wrapped his arm around his sister's waist.

"The look on their faces never stops amusing me Wanda" Quicksilver said.

Wanda smiled as Pietro kissed her cheek. She waved her hand, giving off a red light that shattered the pilot's pistol. The SWAT officers then went in and arrested the man.

"Incredible sister, that idiot Captain was foolish to send us on such meaningless tasks"

"Oh Pietro, if we're going to improve the rights of mutants then we'll need to save human lives, we can't let the city be consumed by the Kingpin's vendetta against Spider-man" Wanda said.

"Vendetta, Parker should have eliminated Fisk and taken this cities criminal element by force, he was smart and strong, he could have become the Magneto of New York" Pietro explained.

"A bit too dramatic Pietro, although it certainly is a question to ask, what if Peter Parker had killed the Kingpin?"

The two siblings held one another close. They'd been getting rid of Fisk's thugs and armoured super villains for two hours. In their eyes, they deserved a break. Fighting had broken off between the costumed and super powered throughout hell's kitchen. Danvers and squadrons of agents were clearing out the civilians and setting up a cordon. Cap and Black Panther guided Foggy Nelson to a S.H.I.E.L.D jeep and then took to the streets to clean it up. The Punisher was sniping criminals on the rooftops and the mutant designate Black Cat was pulling would be rioters off the street. She beat and scratched them within inches of their lives, giving major overtime for paramedics and ambulances.

"Let us back into our homes, why are you keeping us away?" A brown haired teenage civilian asked.

"All of you stand back, I am acting under orders from director general Fury of S.H.I.E.L.D." Agent Carter said.

"And what's that supposed to be?"

"Yeah wasn't Fury the one who brought the Liberators to America?" Another civilian asked.

They were all angry, that much Sharon didn't need her training to know. The people they kept out of hells kitchen were crowded around the quarantine zone, yelling curses and abuse at the agents. Police had broken up a few riots and volunteers were convincing some smaller less extreme street gangs to help. Sam Wilson flew over the area, landing on a rooftop where the female Vision android waited. She crossed her arms, moonlight reflecting from her gold armour.

"It never ceases to amaze me how idiotic some people can be" Wilson said.

"There assessments are correct, Fury's error in judgements did lead to an attack by a foreign power" Vision said.

Sam merely shrugged his shoulders as he looked down at the scene before them. Danvers and her men had their work cut out for them. The brown haired civilian that had spoken up to Carter skulked off into the alleyway. He slammed his fist against the wall in a show of unsuppressed anger.

"Great, just when I finally get my own apartment this crap happens" The man said as he reached into his pocket.

He pulled out a red crystal and held it to his chest. Suddenly, the crystal sunk into his chest. The brown haired man grinded his teeth together as the crystal imbedded itself in his skin. Inside his body, tendrils on the crystal pierced his heart, forming roots like a plant. He put hand to his head and suppressed the urge to scream as black armour crept across his body. Grey shoulder pads appeared while clawed gauntlet latched onto his right hand. Steel wings formed underneath his armpits while a helmet covered his head. The helmet had a grey cross-shaped plate over it, with a slit for a glowing red visor.

"Time to see what's going on" The armoured man said as he flexed his fingers and flew out of the alley.

* * *

General Fury went over the report sent to him by Carter. Things weren't going well in Hells kitchen and more and more squadrons of antiriot crews were being sent out. The Triskelion only had a quarter of its staff remaining and with cutbacks to the budget that wasn't a long list of agents. But in truth there weren't a long list of enemies for the defence organisation, so an attack was unlikely. Or so Fury thought, he never expected the alarms to suddenly blare throughout the base. Downing his scotch, Fury pressed the call button for the lab.

"Stark get the public Thunderbolts out now" Fury said.

Gregory Stark drank his water and walked over to the Thunderbolt's quarters. After their failure in stopping the Scarlet Spider, Gregory took the liberty of upgrading the Thunderbolts. Jenkins now wore the faster and sleeker Mach 2 armour complete with more silver armour and a pair of stingray style wings. He'd given devices to Songbird that would allow her to better control her sound constructs as well as an amplifier for her sonic scream. Tinkerer/Fixer had been heavily upgraded, cybernetic arms and muscle enhancements and a number of more deadly gadgets. Gregory had his biologists pump Atlas with a modified super soldier serum to give him super strength to go with his size enhancement. However only Moonstone wouldn't take any upgrades.

"I still have a few tricks up my sleeve Stark so there's no need for you to screw with my body, although to be fair it'll probably the only action you'll get for a while" Moonstone said, throwing her hair back as she walked out of her shadowed cell.

Her naked body was soon covered by the white and gold costume. A figure sitting in a glass tube laughed at her comment. He turned the page of a book he was reading, one of many that had been piled up in his "room".

"What the hell is that? And why is he wearing a Spider-man costume?" Atlas asked.

"Don't talk to it, a few conversations and it'll drive you suicidal" Gregory said.

"Its not my fault your lackeys cant take a joke" The Spider said.

"Come on people, let's get going" Mach 2 said.

Suddenly an explosion ripped a hole through the lab, throwing some of the scientists back. Gregory dived for cover as a heavily mutated spider-clone leapt into the lab. It sprayed acid at the Thunderbolt's, melting a shield Fixer had made. Songbird unleashed her sonic scream, throwing the spider-creature back. Moonstone fired blasts of energy from her hands as what looked like giant spiders jumped into the lab. The spiders were of a varying shapes and sizes, but whatever their species they all had one thing in common. Their rapid nature drove them to attack anything in their way. One eyed Gregory Stark as he crawled out of his hiding place.

"Oh shit" Gregory said as the eight-legged creature stampeded towards him.

Mach 2 fired his wrist cannons, blowing two holes through the creature's side.

"Thunderbolts take these freaks out of the lab" He said.

The human spider creature let out a series of clicks and grunts, seemingly communicating with his gigantic brethren. They all reacted to his orders and fired webs from their mouths. Some scientists were caught by the webbing and pulled into the giant spider's mouths. The spider mutant then fired its own organic webbing from its wrists and mouth, wrapping Moonstone in a cocoon. Songbird created pink sound constructs, using a pair of wings and multiple arms to lift some of the spiders off of the ground. Mach 2 then flew straight towards the leader of the pack, slamming against it and flying them both out of the lab.

"Engaging mini spider slayers" Fixer said.

He threw several metal orbs at the floor and the orbs folded and shaped themselves into miniture versions of the spider slayers. They fired their arm blasters at the creatures whilst Fixer fired a cannon attacher to his shoulder. Atlas, still in his regular size ran forward and punched a creature so hard that its head burst. Then Songbird began throwing the other creatures out of the lab, bombarding others with sound spikes. Moonstone changed her body to a ghost like form as she phased out of the cocoon. As soon as she returned to flesh she began firing blasts at the other creatures.

"A bunch of giant spiders, they had to have come up with something better than this" Eric said cockily.

A pair of red and blue arms suddenly burst out of the wall, grabbing Atlas's neck. He was pulled out of the lab and thrown across the corridor, smacking his shoulder into a corner wall. Atlas got up off the floor and braced himself as a bulky red and blue man tackled him against the wall.

"Who are you supposed to be?" Atlas asked.

"Call me Spider-cide" The bruiser said, smiling as he punched Atlas out of the building.

Explosions shook the Triskelion and the bodies of agents were thrown across the floor. A lone super human in combat fatigues walked across the Triskelion's hanger bay. He had a well tone chest but blood running across it from the three vicious letters carved across it. Raising his arm, he changed his purple hand into a cannon, firing a blast into a sentry tower. As the tower came crashing down, he changed the arm into several tentacles and picked up several wounded agents. He snapped ones neck and pulled the others closer towards him.

"Whoever doesn't tell me what I want to know will be killed in action" He read the letters off his chest and awaited their answer.

When the three men hesitated he impaled them on the tentacles before walking on. He swung his constantly mutating arm forward, blowing off chunks of the wall with an incredible hammer. Then the hammer switched to a three-barrelled laser blaster as spider slayers walked towards him. Three blasts tore the robots apart before KIA resumed his rampage. Gregory Stark ran out of the labs main chamber and into the surgery unit.

"Activate him, activate Nerd Hulk now" He said to the surgeons frantically.

On the operating table was a clone of the Hulk that had just been completed. It had been given the title Nerd for a reason as it got out of bed.

"Could someone get me a suit, I don't see the point of walking around in my underwear" Nerd Hulk said.

Gregory slapped his forehead, ignoring a chunk of the wall that had blown off. Fury put on a bulletproof vest and began clipping weapons on as the base shook around him. Putting an M-16 onto his back, Fury tapped on his computer. Bringing up security footage, he watched as KIA shot a giant marine in the head and then sliced apart some of the super soldiers with a glowing purple blade.

"Why does that guy look so familiar?" Fury wondered.

He ignored the curiosity and loaded a pair of submachine guns. After strapping them to his thighs he loaded a heavy machine gun and ran towards the exit of his office. Suddenly, a cylinder slammed through the window, crashing into the wall just inches from Fury. He rolled back and aimed his gun at the cylinder as it opened. Clicking the safety off, Fury took aim at the creatures piling out of the tube. They were small metallic spiders, hundreds and thousands of tarantula-sized robots. Fury pulled the trigger and unleashed a barrage of gunfire.

"Damn it" Fury said, rushing towards the window.

He jumped and crashed through the window. Scraping his bionic arm across the wall, Fury slowed his fall before landing on the ground stories away from his office. Agents rushed to his side as the robotic spiders began crawling out of the building. They fired their guns, destroying some of the robots. But there were thousands of the machines crawling across the building. Fury fired his machine gun, but began typing in a few phone numbers. He stopped firing his guns and focused on calling some special reinforcements.

* * *

Logan had been drinking to one of the most confusing missions he had ever been on. The power that Jean had showed had been amazing. One-moment piles of mutants had been murdered to bring back a mutant warlord and then BOOM! Jean changes into this Phoenix entity and wipes the floor with Apocalypse and erases all the damage he had done. It turned out that Xavier hadn't really died; Wolverine's future counterpart Cable had abducted him to train him to fight Apocalypse. When Apocalypse returned so did Xavier. However even Xavier's increased powers were no good against the "first of the mutants". When all seemed lost Jean transformed into the living embodiment of the Phoenix, just as Lilandra had predicted. She defeated Apocalypse and reversed all the damage that had been done so that no one would remember the incident. Jean now sat with Scott and the others as if it was a normal day.

But Logan smelt the fear everyone felt, it had been one so many people had when he'd been around before. They were afraid of the possibility that Jean might turn on them, even Scott was afraid. Kitty was back at the mansion and the "Spider-man revenge squad" had been split up for good. Kitty continually asked Jean and Xavier to read Fury's mind and see if he had anything to do with Peter's death. But continually the two telepaths denied her requests. And time and time again Kitty would storm up to her room and threaten to leave. Xavier made it abundantly clear that he couldn't play god like that, but he never threatened to expel her.

"Why did you tell everyone at Midtown that you were kicked out?" Bobby always asked.

"I bet it was because she was embarrassed at saying "I left because I was scared and angry"" Angel said.

"Da, she was probably thinking of taking a cat like costume so she wouldn't be connected to the X-men all the time" Piotr said.

The table laughed while Kitty pouted. Slowly but surely she was recovering from the death of a man she had loved. Logan opened up another beer and began to down it as the phone rang. He continued to drink ignoring the ringing. Storm walked into the room, her arms linked with Beasts. It also turned out that Hank hadn't died; he'd been healed by S.H.I.E.L.D. and kept there to find a cure for a super soldier serum turned virus. Storm shook her head and picked up the phone.

"Hello, Xavier Institute how may I help you?" Ororo asked.

"Say that in a sexier voice" Hank said, kissing his girlfriend's neck.

Storm giggled, causing Fury to shake his head on the other side.

"Listen I'm probably interrupting something so could you just turn me over to the Professor" Fury said.

"Professor, Fury wants us to do him a favour"

Logan and Hank laughed while Fury huffed, they all knew he was calling to ask for help. Xavier rolled into the room, taking the phone and pressing it against his ear.

"General Fury, what did you want us to do?" Xavier asked.

"You've seen the news haven't you Xavier, there's chaos in hells kitchen, but the tabloids haven't revealed that the Triskelion is currently under attack" Fury said.

"And what does this have to do with my students?"

"We need assistance here Xavier, there are super human prisoners as well as dangerous experiments that could threaten everyone in New York if they got loose, I'm asking you for help so don't enjoy it too much" Fury explained. "And wipe the smile of your face"

"I'm not smiling General" Xavier lied.

"So what's it going to be, risk the lives of everyone in New York or going back to enjoying day time TV whilst cracking jokes about me"

"Don't worry General, the X-men are on their way" Xavier said before he hung up the phone.

He rolled into the common room, ready to deliver the news to his students before Cyclops stepped in his way.

"Professor, is going to the Triskelion really right?" Scott asked.

"Please speak your mind Scott" Xavier said.

"I'm concerned about sending Jean out, its only been a week since she returned, shouldn't we be more concerned about letting her recover"

"Whatever she experienced is best left for time to heal Scott, right now there are lives at steak and we can do something to help"

"But is it right for us to help, Fury's actions attracted the likes of the Liberators and he had that mess with Spider-man plus the time Essex escaped, now hear me out Professor I think its better for the school if we stay out of the super hero game" Scott explained.

"Well your point does have its merits, why do you think we should stay out of it?" Xavier asked.

"If we join S.H.I.E.L.D then we're putting a band influence on mutants"

"We aren't joining S.H.I.E.L.D Scott, we're helping to save lives that are in danger, now get the team together and I'll prepare the jet"

"You're coming with us?" Scott asked.

"Yes, I'll be piloting the jet and will be available for quick pick ups, though Phoenix undid the repair of my spine I can still help my X-men" Xavier explained.

"All right professor, you've made a good case, I'll get the team ready" Scott said.

Kitty looked at the report on Queens with a heavy heart. She knew that Peter's family was in danger but she also knew what had happened the last time she tried to help peter. It was something she never mentioned to her friends but she'd gone to Peter's house to find it trashed. Then she saw a sight that bought shock to her face, her boyfriend was kissing his ex. She was depressed, then angry and then the mess with Wolverine's future self happened and that was the final straw for her. But now the x-men were officially back and she was now a part of it.

"All right team, get your gear on, we're going to the Triskelion" Scott said.

Scott was a natural at military leading but Kitty agreed when everyone said he had failed when Xavier had "died". Instead of helping mutants in trouble he opted to instead turn the safe house into an official school. But now the X-men were back to their usual business, with an added member in Pyro. The young man had opted to stay at the mansion and join the X-men. Getting their uniforms on, the X-men rushed to the X-jet.

"I cant believe we're actually going to the Triskelion" Iceman said.

"Ya, far better than vhat ve planned for the night" Nightcrawler said.

Cyclops sat next to Xavier and went through the jets launch sequence. Kitty leant her head against the window, thinking of this life she had just re-entered. She knew that if Peter had still been alive then she wouldn't have rejoined the X-men. But right now she was presented with both an opportunity to save some lives and find out whether S.H.I.E.L.D had a hand in Peter's death.

* * *

Citizen V kicked Whirlwind's body to the floor and wiped the blood stained blade with his cape. Spider-woman and Hobgoblin got up and looked at the flag based hero in shock. He pointed his sword at Constrictor and Eel before he rushed forward. Radioactive man fired a blast at V, but he slid to a halt and deflected the beam with his sword. Eel gathered electricity into his left hand, eagerly marching towards Citizen V. Jessica suddenly wrapped a web line around Eel's hand, pulling his hand aside. The electrical blast flew into a neighbour's car, setting off every electrical device. The car exploded in a cloud of fire and V slammed his foot into Eel's face.

"You think you can stop me with just a sword, I'll rip you to pieces" Constrictor said.

He swung his coils around, but much to his shock he felt something tug on the wires. Harry grabbed the coils from behind Constrictor and threw him over his shoulder. Constrictor was sent flying head first onto the bonnet of a car. Citizen V twirled his cutlass with his finger as he moved towards Radioactive man.

"You know what this is, it's the moment we kick your assess" Harry said as he grabbed Constrictors head.

Constrictor wrapped his tentacles around Harry's arms, passing electricity into his body. Hobgoblin grinded his teeth together and growled as Constrictor pushed him to his knees. Harry grabbed the coils and smiled as he began to heat the coils. Constrictor widened his eyes as his coils began to melt. Harry broke the melting coils and clothes lined Constrictor, throwing him into a web Jessica made.

"Damn it, who the hell are you?" Radioactive man asked Citizen V.

His answer came in the form of a boot knocking his front teeth out. Citizen V sheathed his sword and jumped onto his flight platform. He offered a hand to Spider-woman, and the girl reluctantly looked to the Parker house. May and Mary Jane were looking out at the three super humans. Mary continued to grip her shaking hand while May nodded to Jessica. Spider-woman looked up at V and stepped back.

"Sorry, but I'm where I need to be" She said.

V simply nodded his head before hovering into the air. Harry's muscles deflated and his skin returned to normal. Ambulances began to arrive on the scene just as Citizen V left.

* * *

Iron man slammed into Shockwave, dragging him across the rooftop while Shang-Chi and Moon Knight recovered from the shock. The two armoured men flew into the air and above the city itself. Moon Knight looked at where they had once floated and huffed, fighting battles like this wasn't what he had in mind when he took up the costume. Shang-Chi was still shocked from the experience; he was just an ordinary man after all. Moon Knight grabbed the Chinese boy and swung off the rooftop.

"The ultimate test of marksmanship" Bulls eye grinned as he threw a volley of kunai at Hawkeye.

The two men ran across the rooftops, firing and throwing projectiles at one another. Hawkeye knocked back and arrow and fired it at Bulls eye. The assassin split the arrow in half with a shuriken, which brushed past Hawkeye's shoulder. Grabbing knives from his belt, Hawkeye threw the blades at Bulls eye. Ducking, Bulls eye narrowly dodged the blades and deflected another volley of knives with a kunai he held. He drew three more Kunai and threw them into the arrows Hawkeye fired. The projectiles clashed together and fell harmlessly to the ground below.

"I haven't been all out like this in ages, this'll be fun" Bulls eye said.

"Likewise" Hawkeye grinned behind his mask.

Elektra and Daredevil grabbed each other's arms and threw one another around the alleyway. They fell onto a pile of bin bags, their faces inches from touching.

"Elektra you must realise that the Kingpin's days are numbered, he can't escape from the Ultimates" Daredevil said.

"Your right Matt, at this rate I'll have to find another employer" Elektra said.

They still glared at one another but their grips weakened. Suddenly, they slammed their lips together. Daredevil ran a hand over Elektra's hair and she gripped his mask so tightly that it tore. She tore the mask from his head, scratching his head as he sniffed her neck.

"The Kingpin's time is over" Elektra said.

Daredevil stepped away from Elektra, his ears detecting snarling and his nose smelling the scent of dogs and lizards. Elektra turned to the alleyway, twirling her blades in her hand as she looked at the spliced humans waiting for them. They were humans spliced with the DNA of wolfs and lizards. Moon Knight and Shang-Chi ran into similar creatures as they landed on the streets. Dr Strange limped through the alleyways, nursing his stumps. He stopped in his tracks as he came face to face with another threat to his life.

"Oh my god, it can't be you" The Sorcerer Supreme said.

"Oh but it is dear Steven, what better time for me to strike than the moment that the city you protect is in chaos, but I think I can add a little bit more to it don't you?" The man asked.

He had white hair and wrinkles across his face, yet he was still an accomplished sorcerer. His green cloak rested on his shoulders, covering his green uniform.

"Baron Mordo" Strange said.

"Yes Strange, and I must say your father would be extremely ashamed of how far you've fallen, **Furor!**"

A mist seeped from his hands and flew over hells kitchen. Black Panther and Captain America were guiding people out of their homes when the mist passed over them. The eyes of the civilians suddenly changed a red colour. They put their hands to their heads and began to scream. Elektra fell to her knees, clutching her head as he eyes glowed red.

"Elektra" Daredevil said, touching her shoulder.

He smelt something different about the air, but he couldn't put his finger on it. Shang-Chi also clutched his head, yelling out as rage built up inside him. Moon Knight looked at his ally in confusion whilst fighting off the wolf mutants. Carol Danvers and the S.H.I.E.L.D. agents tried as hard as they could to fight the rage building up inside them. But the already frustrated crowd had no problem in letting their anger out.

"THEY'RE KEEPING US OUT OF OUR HOMES! FIRST SHIELD PROVOKES THE LIBERATORS AND NOW THEY'RE TRULY PLAYING FACISTS!" One man screamed.

Captain America pushed several angry mobsters back as they crowded around him and Black Panther. T'Challa popped out his knuckle claws while Cap stood his ground.

"Careful T'Challa we don't want to hurt them" Cap said.

If T'Challa could talk he would probably say something along the lines of "what about us"? Valkyrie watched in shock as she saw citizens attacking one another on the streets. Punisher yelled as he fired at the criminals he hunted. His eyes shined a red colour and blazed like the guns he carried. Black Cat put her hand to her head, cushioning it from the impact of a brick. She jumped on the wall, climbing up as the enraged citizens began tearing off pipes and car doors for weapons.

"What the hell is going on?" Valkyrie asked.

"There is magic at work here my love" Thor said.

The god of thunder raised his hammer, ready to unleash lightning on the brainwashed civilians if he had to. Suddenly, a black armoured man slammed into his side. Valkyrie drew her sword, slamming it into the man's glider wing. The man fired a blast from the diamond on his chest, knocking Valkyrie back.

"HOW DARE YOU ATTACK MY LOVE!" Thor yelled.

"WAIT!" The armoured man yelled.

"You attack us and then tell us to wait, how dare you!"

"You looked as if you were going to attack the people down there, listen to me, you said that there was magic at work here, could you locate the source of this magic somehow?" The armoured man asked.

"Verily" Thor said.

"What?"

"He says yes" Valkyrie said, slapping her forehead at her boyfriend's speech.

"Aye, I could track the source of this vile magic, but what of those mortals affected by it?" Thor asked.

"I'll keep them from killing themselves as best I can"

"Very well, warrior what is thy name?"

"Excuse me?"

"He's asking for your name" Valkyrie groaned.

"Call me…Dark hawk!"

Thor nodded his head before taking to the skies. Dark Hawk flexed his fingers and clicked his neck before diving into the chaos.

* * *

Kingpin swung his cane at Michael, whom ducked underneath the swing. Then the Scarlet Spider slammed his fist into the Kingpin's gut, digging it in until he heard his ribs crack. Fisk fell to the floor, coughing before Michael applied a kick to his face. The overweight man was sent rolling across the floor, slamming into the wall.

"That was me pulling my punches, Peter could have snapped your neck with just one punch if he didn't hold back his anger, but I'm not holding back today Fisk, you use assassins and plots because your too much of a coward to anger a man like me…so you go after my loved ones thinking that it'll break me, well guess what Fisk YOU'VE ONLY PISSED ME OFF!" Scarlet Spider yelled.

"You think that I would just let you come in here without a back up plan?" Fisk asked.

"Shut up!" Michael growled.

"I prepared for every possibility"

"Shut your mouth"

"I'm the Kingpin, I control every criminal in the…"

CRACK!

Michael slammed his fist into Fisk's jaw, pushing it out of place. Fisk groaned in agony as Michael picked him up off the floor. He slammed the fat man against the glass the window he used to look over the city. Pulling his fist back, Michael glared at Kingpin and prepared to administer the final blow.

"Gro on Dro it!" Kingpin spat, his voice obscured by his broken jaw.

The Scarlet Spider pulled his fist back further and yelled before throwing it forward.

Next Chapter 11: "My life"

* * *

Next Chapter, the Scarlet Spider finally deals with the Kingpin


	12. Chapter 11: My Life

Disclaimer: I dont own Marvel

* * *

The Scarlet Spider

Chapter 11: My life

The Scarlet Spider swung across the city, jumping from his web and straight towards street thugs. He easily punched and kicked them out, dodging gunfire with acrobatic moves. Landing behind the mastermind of the burglary plot, Michael smirked at Shocker's…well-shocked expression.

"Stay back or I'll shoot!" Shocker said.

"Now now Herman we don't want to hurt anyone do we?" Scarlet Spider asked.

"I don't think we do" A voice said from the street lamp.

Shocker looked up and screamed as webs tied around him. He fell to the floor, moaning behind the web gag. Spider-man landed beside Scarlet Spider and raised his hand to accept some applause. The people of New York gave them more than applause, not even the Ultimates heard cheers like this. Smiling, the two Spider-men swung away from the scene side by side. When they reached Queens they both got changed back into their civilian garbs and walked into the house.

"Peter, Michael you're just in time, the thanks giving turkey is done, now could you call the boys and Gwen down" May said.

"Thanks Miss Parker" Michael said.

"Please Michael call me Aunt May its what I am after all"

Much to Michael's surprise Johnny Storm and Bobby Drake ran down the stairs, followed shortly after by Gwen Stacy. They gathered at the table as May took a plumb and cooked turkey out of the oven. Gwen sat next to peter, playfully kicking his feet under the table. Bobby and Johnny both salivated when May put the turkey on the table.

"All right everyone before we start eating I'd like everyone to say what they're thankful for" May said.

Everyone on the table looked at Michael to begin. He wiped a tear from his eye as he said what was on his mind.

"I'm thankful that we're all here together, I'm thankful that everything went right for a change" He said.

The room was left silent for a moment before the whole table burst into laughter. Michael looked at them with confusion as Peter got off the chair.

"Oh Michael you poor thing, nothing went right" May said.

"Yeah, I'm still locked in a cell with a creature floating inside of me"

"I'm still with the X-men"

"And I'm still stuck in the Fantastic Four dating air headed hotties, not that I'm complaining"

"And I'm stuck in the ground, because of you" Peter growled.

He ripped off his face, revealing his Spider-man mask. Michael pushed his chair aside and squeezed his hands into fists.

"That's right, smash my face in again, beat me to a pulp so that not even Aunt May can recognise me…GO ON DO IT!" Peter yelled.

A mouth appeared on his face, growing teeth much like Venom's as he got closer and closer. Michael lowered his hands as the image of Peter's battered face kept appearing before his eyes.

"Nothing ever goes right in this world, I'm dead because of you"

"I'm thankful that you'll live your life in regret" May said.

"I'm thankful that you're going to ruin your life and cast aside everything Peter fought for" Said Gwen.

"You'll die alone with the knowledge that you took the worlds greatest hero and completely destroyed his image" Bobby and Johnny said as Peter grew in size.

The Spider-man creature now stood over Michael, licking its chops as it opened its mouth wide.

"DINNER TIME!"

Michael yelled as he woke up from the nightmare. He was in a cold sweat and his breathing had become heavier. The young man looked around the room, he was still alone and the police scanner he had was switched off. Rubbing his eyes he looked underneath his bed. Removing a small chest from the bed, he turned the lock and put in the code to unlatch it. He pulled out a mask, not his mask but a variation of Peter's. That was what he was fighting for, the legacy of Peter Parker. He hoped that while people remembered him as a murderer they would remember Peter as the hero he truly was.

* * *

Pinning Kingpin against the wall, Michael glared at the man with a fury he had unleashed on the wrong person. Now he was ready to batter the face of the right person. This was a man who deserved every second of his imminent beating. His hand shook slightly but Fisk's taunts were all the encouragement he needed. Throwing his fist forward, Michael yelled as he prepared to break another mans face.

"Is that really what you want?"

Much to Michael's shock he found that he was no longer in the Kingpin's tower. He turned to where the voice had come from and widened his eyes in shock. They were in a forest overlooking a lake. Both of them were smiling and skimming pebbles across the water. Uncle Ben and Peter, both looking at him with a mixture of amusement and disapproval.

"Great day isn't it?" Ben asked.

"Yeah, hey Mike check out this hut we've got" Peter said.

The two Parkers walked towards a house by the lakeside. Michael followed, his costume shifting into the fatigues and shirt he always wore. Ben threw his coat onto a hanger and walked to the kitchen area, taking pack of microwave able pizzas.

"Pizza?" Ben asked.

"Of course, I'm betting he's starving" Peter said, removing his own coat.

Michael looked at the house and rubbed his eyes. He remembered this scene from Peter's memories. It was the place Ben and May often went on holiday before they retired. They would take Peter here whenever his parents were off on their conferences. The microwave dinned and Ben took the three pizzas out.

"What's happening?" Michael asked.

"I believe they call this an intervention" Ben said.

"You're a smart guy Mike, we're your conscience represented by the two most important people in your life, we are here to tell you that what your about to do is wrong" Peter explained.

"But he isn't going to stop until May and Mary Jane are dead"

"Come on Mike, you ever think that maybe its about time you find out who set you up?" Peter asked.

"I mean, sure your doing good and that's great but right now there's a good chance that the trail on the guy who set you and Peter up has gone cold, think about who profits from Peter's death and then start your search from there" Ben explained.

"I, I need to finish Kingpin once and for all" Michael said.

"I agree he's way too dangerous, but think about it before you do something you'll end up regretting" Peter said, biting his pizza before he faded.

"Listen kid, you don't see what this fight is about do you?" Ben asked.

"It's about saving lives, about great power and responsibility" Michael said.

"True, but what is your responsibility?"

"To protect Peter's loved ones"

"And"

"To get justice for his death"

"And…" Ben left the question in the air, smiling as Michael looked at him in confusion.

"Eat your pizza Michael and I'll have a little talk to you about legacies" Ben said, patting Michael's shoulder and walking out of the house.

* * *

The streets of hells kitchen had been consumed by violence and rage. Captain America and Black Panther were pushing away mobsters while Black Cat was ducking for cover, dodging masses of bricks and stones thrown at her. Citizen V floated over the scene, looking down at the chaos. He blocked a stone with his cape and flew on. Dark Hawk dived into the streets, pushing and kicking civilians away from one another. Valkyrie flew in on top of her winged horse Pegasus. Grabbing one mans collar, she threw him off of a man he was beating up. She then punched a woman with the hilt of her blade.

"That glow in their eyes, T'Challa they're under some kind of mind control" Cap said.

Black Panther nodded his head, knocking a man's club away. Cap threw his shield, rebounding it off of several civilians before kicking a man across the head. Dark hawk fired a blast from his chest, knocking several mobsters back. He then fired a grappling hook from his wrist and began climbing towards the rooftop Punisher was standing on. Castle reloaded his assault rifle, but soon came face to fist with Dark Hawk.

"What a nut job" Dark hawk said.

Moon Knight ducked under the swing of a wolf's claws and jumped over Shang-Chi. The Chinese boy had the strange glow in his eyes as he threw punches and kicks at Moon Knight. In the depths of Moon Knight's mind, his Marc Spector and Steven Grant personas were rolling across the dirt of the playground. However his Moon Knight persona was perfectly calm, holding his own against both Shang-Chi and the mutated wolf men. Daredevil back flipped away from Elektra as she swung her blades at him. She span the Sai's in her hands before thrusting them at Daredevil. The blind man heard the attacks coming and rolled out of the way.

"This madness borders on the line my brother would have crossed" Thor said.

Baron Mordo gathered energy into his hands and fired a blast into Strange's chest, knocking him into a dumpster. The older wizard laughed as the "doctor" crawled out of the rubbish. He coughed and vomited just from the smell of the garbage. Mordo merely smirked; everything was going according to plan. On the Triskelion, Nick Fury looked at his radio in confusion. He listened to agents cursing over the channel and remained ignorant to the chaos going on in the city.

"Looks like backups arrived gentlemen" Fury said.

The X-wing opened its hatch, revealing the X-men. They jumped out of the jet, dressed in full combat gear and ready for the imminent fight.

"What's going on Fury?" Wolverine asked.

"Big attack by multiple super humans and a bunch of robots and spider creatures" Fury said.

"Robots! Spider creatures!" Kitty and Bobby said.

Suddenly, Spider-cide crashed through the wall, dragging Atlas across the floor and throwing the growing man onto a fuel tank. Spider-cide's body expanded to tower over the S.H.I.E.L.D. agents.

"Oh shit!" Iceman muttered.

"Why does he look like Peter's costume?" Kitty asked.

"No idea, just concentrate on bringing him down" Fury said.

He aimed his rifle, alongside his other soldiers. However before they could fire another wall caved in. Small spider robots began falling out of the building and crawling towards the soldiers and X-men.

"That's impossible, those things have multiplied somehow" Fury said.

The X-men formed up a line as the spider robots crawled towards them. Cyclops fired a blast from his visor, cutting a line down the middle of the spiders.

"Wolverine, Nightcrawler and Shadowcat, you three go inside the building and search for researchers and support any troops you find inside, Angel run reconnaissance around the building and rescue anyone you see in trouble, Jean, Storm and Dazzler go to the hanger and help the soldiers there, Colossus you take care of that big Spider-man thing while the rest of us hold this area" Cyclops explained, giving out orders like a man born to lead.

Nightcrawler grabbed Wolverine and Shadowcat and teleported through the hole the spider robots had made. Colossus changed to his metal form and rammed Spider-cide's leg, bringing the clone straight to the ground. Storm took flight while Jean levitated herself and Dazzler off of the ground. Pyro and Iceman both used their respective elements to burn and freeze the approaching spider robots. Then Cyclops fired his optic blast, cutting several of the robots apart.

* * *

Michael and Ben walked along the streets of Queens, neither one taking a moment to look at one another. Ben kept a smile on his face while Michael looked at the floor. A young representation of Peter was playing with Uncle Ben and Aunt May. The Ben that guided Michael smiled at the scene.

"Why am I here?" Michael asked.

"That's a question you can only answer yourself Mike, let me ask you, how much do you truly remember?" Ben asked.

"Peter's memories, that's what I remember"

"And anything that might determine why you look different?"

"I…no, I don't know"

"Food for thought, here's another piece, legacies" Ben said, walking past the memory of a happier time.

Ben took Michael to another memory, showing him Peter's battles with numerous villains. Spider-man jumped over Rhino as the armoured figured slammed his horn in a wall. Then he kicked Shocker in the chest, and tumbled Rhino to the floor with his webbing. The scene suddenly shifted to show the Scarlet Spider fighting against his own brand of villains. He jumped over what looked like a giant man rat and ducked underneath the swing of a woman's energy baton. She wore a black costume with gold armour and a pair of glowing energy poles. A man wearing a scarecrow costume ran at Scarlet Spider with a pitchfork. The Scarlet Spider flipped back, kicking the man in the chin.

"Come on guys and incredibly hot girl, you'll never make it big if you try to hit me like that" Scarlet Spider said.

Joystick threw her brown hair back before swinging her poles at her target. Scarlet Spider grabbed her wrist, twisting it around and throwing her to the floor. But she managed to land smoothly and thrust her feet into Spider's chest. Flipping backwards, Scarlet Spider jumped onto a lamppost. His spider sense blared as Vermin jumped towards him. The rat creature tried to slash at him, but Scarlet Spider quickly fired an impact web, hitting Vermin across the head.

"What's the matter Spider-man, too scared to come down?" Joystick asked.

"Okay firstly its Scarlet Spider and secondly I'd love to entertain you but I'm late for a very important date, I'd love to stay I'd love to chat but…oh you get the point" Scarlet Spider said as he jumped down from the post.

Kicking Scarecrow in the head, Scarlet Spider tied both Vermin and the Scarecrow to a post. Then he swung around, ducking underneath Joystick's energy poles. Jumping over her, Scarlet Spider then grabbed Joystick's collar and threw her straight into a wall. He then webbed her against the wall, widening his eyes as he saw her smile.

"Ooooh you've tied me up Spider, what have you got in mind next" She said sensually.

"Um…leaving now" Scarlet Spider said.

Uncle Ben laughed while Michael blushed. The memory shifted to show Michael in his civilian costume, meeting of all people Jessica Jones.

"Your late" The Senior student said.

"Yeah sorry about that, traffic was murder" Michael said.

"So I've heard you want to be part of Midtown's journalism group, you understand I can't just let you in for free right?" Jessica asked.

"Oh yeah, don't worry I may not have as good a project as Mary did but I do have some contacts in the Daily Bugle"

"Really, like who?"

"I do freelance photography for them, occasionally I'll drop a few pictures in and they'll give me money, I actually know the Urich Brother's" Michael explained.

"Ben and Phil Urich, how do you know them?"

"Well Ben's sort of my supervisor and Phil's a mutual friend, we exchange tips for news sources, I could get one of them in to offer us advice"

"Really, you'd do that?" Jessica asked.

"Yep, alls I want is an opportunity to help out at the club" Michael said.

"It's not a club, we provide the school body with a valuable service" Jessica said.

"Sure, just give me a chance to help out and I promise you wont regret it"

Later Michael carried cameras and chairs into the journalism clubs room. Mary Jane was going through clips of herself delivering a makeshift news report. She squinted as she looked at an article printed on the display board.

"What's up Mary?" Michael asked.

"Nothing…I think I'm going to need glasses" Mary Jane said.

"Really, what makes you say that?"

"I can barely read things at a distance, that'll probably mean I'll have to get a whole new outfit to match the glasses" Mary groaned.

"Why?"

"Have you ever seen girls with my wardrobe wearing glasses?" She asked.

"How about contacts" Kitty said as she walked into the room.

"They'll be a pain to get on in the morning, I think I'm due for a change anyway"

"Why?" Michael asked.

"I don't want things to stay the same…it just reminds me of what we've lost"

Michael lowered his head as he put on of the cameras of a table.

"I should go" he said.

Michael rushed off into the corridor, taking a deep breath as he contained his guilt. He smacked his hand against the locker and walked down the corridor.

"Mr Van Patrick!"

Turning his head, Michael looked at the school therapist. Karla Sofen was a woman whom made both his senses tingle whenever they were together. She was attractive, but no doubt dangerous. Michael knew enough not to trust Sofen as far as he could throw her. Then again he could probably throw her quite far.

"Michael Van Patrick, I believe you haven't come to any therapy sessions" Sofen said.

"No I haven't, if its all right I think I'll pass, I didn't know Peter Parker so his death didn't really affect me" Michael said.

"You say that and yet you feel sorry for Mary Jane Watson"

"Of course, its natural for people to sympathise with one another, now if you excuse me Miss Sofen I've got to go"

"You dismissed her, because you were afraid she would see through you" Ben said, leaning against a locker with his arms crossed.

Michael yelled, wiping away the scene and bringing himself back to the Kingpin's tower. He held his fist back, ready to pound the fat man's face. His teeth grinded together and his eyes stared at Fisk with fury. Then he felt an arm touch his shoulder and he turned his head only slightly. Spider-man stood there, looking at him. His mask was on, but Michael could tell that he was looking at him with disapproval.

"Stop it, you're just in my head, an aspect of my personality telling me to stop, but guess what this is the world we live, a world where we have to kill to get the job done" Michael explained.

"Says who?" Peter asked. "We're supposed to represent something, we aren't soldiers fighting some political battle or against some foreign enemy that will never stop, we're heroes Michael and heroes don't kill…we save lives"

"And sometimes one life has to be taken so that hundreds can be saved" Michael said.

"Hundreds, stop being so melodramatic, he's a common criminal, a thug…once you take him down to our level he'll be nothing but another prisoner in the system, he is done, finished" Peter said, slipping off his mask. "You think your just fighting to protect lives but your not, you're fighting for this" he showed his clone his mask. "The symbol that this mask represents and the legacy I left behind, you're the one to take over for me Mike, make sure you're a good successor"

Michael took a deep breath and remembered what had happened when he was actually told to see Karla Sofen. He entered her office, sat down and did nothing but smile and lie for an hour.

"My life" He whispered.

He dropped Kingpin and looked at his mask. Fisk scurried across the floor as Michael cracked the window open. Putting his mask on, the Scarlet Spider grabbed the Kingpin's leg.

"Hold your breath tubby it's a long way down" Michael said.

"AAAAAGH!" Fisk screamed.

* * *

Captain America threw his shield through the crowd of civilians. He ran through the path that he made and jumped onto a lamppost. Swinging off of the post, Cap landed on the rooftop. Black Panther climbed up the wall of a building, occasionally stopping to block bricks and bottles that were thrown at him. Running down the street, Valkyrie cut poles and bats the rioters were using as weapons. Darkhawk fired multiple blasts from his chest, knocking several civilians back. Daredevil grabbed Elektra's leg and threw her to the ground.

"Wake up Elektra" He said.

Moon Knight rolled over Shang-Chi's back and threw a crescent blade right between a wolf man's eyes. Hawkeye and Bulls eye laughed manically as they fired and threw blades at one another. They arrows and knives rebounded off one another, raining down on the streets below. A shrunken Wasp manoeuvred herself through the hail, flying up to Cap's level.

"Steve, what in the world is going on?" Janet asked.

"I don't know, Thor said something about there being magic at work here" Cap said.

Black Panther caught the two heroes attention, pointing up at the sky. Thor was floating over an alleyway, raising his hammer as thunder struck it like a lightning rod. He then swung his hammer downwards. Baron Mordo quickly raised his hand, blocking the thunderbolt with a magic barrier.

"Damn it" The Old sorcerer said.

Raising his hammer again, Thor glared down at the Baron.

"Baron Mordo, do you think you can face a god?" Thor asked.

"The arrogant son of Odin is no threat to me" Mordo said.

Valkyrie knocked several civilians back. Suddenly, a bullet struck her leg. She fell to the ground, nursing her knee. Danvers looked down the sight, ready to finish Thor's lover off. Dark Hawk kicked a civilian aside and looked to Danvers in shock. Her finger squeezed the trigger. Suddenly, the woman was lifted off the floor and thrown into her fellow agents. Then a blob of webbing covered the agents, preventing them from moving. Dark Hawk looked up at the roof, narrowing his eyes at the Scarlet Spider.

"I have battled Odin himself Thor, you are no match for me" Baron Mordo said.

Energy crackled around his hands as she fired blast after blast at Thor. He chanted spells, creating fire and wind that flew around Thor. The god of thunder raised his arms, shielding his flames from the flames as they burnt off his chest plate. Scarlet Spider jumped across rooftops, firing webbing into the eyes of raging civilians. Reloading his web shooters, Scarlet Spider then jumped to Shang-Chi's level. He ran at the martial artist, slamming his fist straight into Shang's jaw.

"PATHETIC MORTAL!" Thor yelled.

Electricity slammed against the rooftops and the streets. Scarlet Spider flipped out of the way of a bolt, sliding across the floor and stopping at the edge of the alleyway where Baron Mordo waited. Mordo chanted more and more spells, creating energy and elements to assault Thor. Snakes wrapped themselves around Thor's arms, biting his shoulders. Dr Strange leant against a dumpster, chanting his own spell.

"I AM THE SON OF ODIN! THE GOD OF THUNDER! I HAVE TRAVELLED ACROSS DIMENSIONS AND SMITED BEINGS OF FAR GREATER POWER THAN YOU! YOU HAVE ONLY EARNT MY ANGER!"

Thor began swinging his hammer around, ready to throw it at Mordo. Baron Mordo clapped his hands together and began chanting a spell. Energy twisted around him, gathering into his hands.

"I WILL PUNISH YOU FOR DEFYING A GOD!" Thor yelled.

Suddenly a blob of webbing flew into Mordo's mouth, gagging it shut.

"No punishing necessary today Thorry" Scarlet Spider said.

Strange then finished his spell, throwing his hands forward and blasting Mordo in the chest. The elder sorcerer fell to the ground unconscious. Suddenly, the raging citizens stopped, looking at their make shift weapons and potential victims in confusion.

"Why are we stuck in webbing?" Danvers asked.

Thor hovered down into the alley, looking down at Scarlet Spider in disapproval.

"You are a murderer" Thor said.

"No, I'm a fool, a fool whose been set up, by someone in S.H.I.E.L.D." Scarlet Spider said.

"You better have some evidence to back that up"

Captain America slid down a drainpipe, with Wasp flying beside him. Black Panther soon joined them and the four Ultimates looked at Scarlet Spider, waiting for an explanation.

"Go talk to Wilson Fisk, he'll be with the police, I gave him quite a scare but it was enough to get some info out of him" Scarlet Spider explained.

"What kind of info was it?" Wasp asked.

"A confession that he got his super soldier serums from a scientist in S.H.I.E.L.D. I also need to get into the Triskelion to question Doctor Octopus"

"Well that'll be a problem: one you're a wanted man, two Doctor Octopus is at the Triskelion and three the Triskelion is currently under attack" Cap said.

"Well what are you waiting for? You'd better get me locked in a cell over there before there's nothing left"

Wasp and Cap both looked at one another before looking at the Scarlet Spider with a smirk. Police dragged the Kingpin into a patty wagon. It wasn't a hard task since the man was half frightened to death. Scarlet Spider sat awkwardly behind Valkyrie as she rode Pegasus towards the Triskelion. He tilted his head, thinking back on his life.

**"Yep, this is my life…filled with awkward situations, tragic situations, damn difficult situations and one day a situation in which I'll finally be able to avenge Peter…it's a confusing and hard life…but it's my life!"**

Next Chapter 12: Web of Kaine

* * *

Hope everyone enjoyed the chapter, I've been thinking of making sequals and spinoffs, maybe an "Ultimate Comics Thunderbolts" title, what do you guys think?


	13. Chapter 12: Web of Kaine

Disclaimer: I dont own MArvel

* * *

The Scarlet Spider

Chapter 12: Web of Kaine

It is an unimaginable feeling, being a clone. You have the memories, experiences and the qualities of a person, but you know that you aren't a person. Your memories tell you otherwise, but you know that you haven't lived long. The moment you wake up in the tank feels like a dream. Green liquid surrounds you, blurring your vision. You claw at the glass tube you're contained in. Beating your hands against the glass, you scream underneath your breathing mask. You smack the glass once, twice, three times and four more times, but the glass doesn't budge. With all your strength you bang the glass one more time and finally the glass shatters. Your body and the liquid spread across the floor.

He breathed heavily as he looked at his surroundings. His vision was blurring and his senses scrambling. The room he was dark and dull, and the smell was unpleasant. He smelt the liquid that had been used to preserve his body. Finally his senses returned to normal and he looked upon his creator.

"What is your name?" The Scientist asked.

"Peter Parker…no…it's Michael Van Patrick!"

"You are both, yet neither…perhaps you should have another name"

The clone looked up, staring at the black mask the scientist held. His face was hideous he needed a new face. But above all that he needed a name. He took the mask and the name he was offered.

Kaine walked through the prison cells of the Triskelion. His eyes remained focused on his target, a cell at the end of the prison complex. Super villains and detained mutants looked out of their cells at the black suited man as he walked to release just one prisoner.

"Hey come over here little man, how about you let us out?" Electro asked, his electric form crackling in his cell.

Doctor Octopus scoffed at Electro's antics, ignoring the presence of the masked man. Kaine walked closer and closer towards the cell, readying the device he had been given to unlock the cell. Suddenly he stopped and flipped back. Nightcrawler teleported with his teammates, Wolverine slashed at where Kaine once stood.

'Good reflexes' Otto thought, taking interest for the first time.

Wolverine growled, sniffing at Kaine.

"You smell familiar" he said.

Kaine remained quiet, ignoring the mutants in front of him and walking forward. Wolverine then realised why the scent was so familiar. He roared and rushed towards Kaine, swinging his claws wildly. Kaine stepped from side to side, easily dodging the claw swipes. Wolverine dived at the man, but Kaine jumped over Wolverine and the younger X-men, landing behind them. Rogue slipped off her gloves and ran towards Kaine. She was promptly met with a foot in her face. Kurt teleported behind Kaine, but the masked man whipped Kurt's eyes with his cloak. Kitty ran at Kaine, ready to fight him. He readied a punch, but the fist went straight through Kitty's head.

"Can't touch me pal, but I can still kick your ass" Kitty said.

She swung her leg at Kaine, whom dodged by stepping to the side of him. He then took a step back, avoiding a punch. Kitty jumped up, swinging her leg towards Kaine's face. Suddenly, Kaine grabbed Kitty's legs and swung her around. He hammer threw the girl with all his strength, sending her phasing into a wall. Then he turned to Kurt and ran straight towards the blue furred mutant. Nightcrawler teleported and Kaine immediately altered his course. He swung his fist back and threw it towards Kurt as he reappeared. Kurt jumped onto the wall, just avoiding Kaine's punch.

"Hey bub, I ain't done with you yet" Logan growled.

He scraped his claws together, slowly walking towards Kaine. Wolverine grunted before thrusting his left claw forward. Kaine jumped backwards, flipping in midair before landing smoothly by a cell. He looked inside the cell and the cells next to it. Sitting in the cells were people whom Spider-man had fought before. The deranged Gladiator, armed with buzz saw blades on his arms, Killer Shrike, a man whom could discharge electricity from his hands and the mutant Omega Red. Kaine opened a pocket on his utility belt and pulled out a device similar to an I-Pod. He touched a few buttons and then ran the device over the door control. The three cells suddenly opened.

"Mein Gott" Kurt said.

The three villains smiled as they stepped out of their cells. Kaine motioned his head to the X-men.

"All right bubs, come and get some" Wolverine said eagerly.

The villains suddenly charged forward. Omega Red wrapped his tentacles around Rogue and threw her aside. Shrike fired a blast at Kurt, but the X-man teleported around the prison to avoid his blasts. Gladiator and Wolverine slammed their blades together. Kaine casually walked through the super humans as they fought one another. He held out the device he carried, beginning to hack the cell of his target. Kurt slammed his legs into Killer Shrike's face and Rogue kicked Omega Red in the chest. Gladiator slashed Wolverine across the neck, walking away from the mutant as he bled out. But much to his shock, Wolverine got up and clicked his neck.

"That all you've got?" He asked.

Gladiator yelled, slamming his blades into Wolverine's claws. Sparks flew across the floor and the two men slammed their heads together. Kurt rolled across the floor, attempting to kick Shrike's legs. But Shrike jumped and fired a blast. Kurt barely dodged the beam by moving his head at the last second. He slammed his feet against Shrike's wrists, pushing him back just slightly. Rogue ducked underneath a slash from Omega Red's tentacles and thrust her hand towards his face. He yelled as he felt the girl's power. Omega Red breathed heavily as he stepped away from the girl.

"You've got to be joking" Omega Red said.

Rogue smiled as she nodded her head, revealing a fresh pair of tentacles growing out of her wrists. The prisoners in the other cells began cheering and drumming as they fought on. Kaine touched more buttons on the I-pod device, unlocking each lock on the door. Only three more locks remained. Suddenly, Kitty phase through the ground, passing her hand through the device. She then stepped back, blocking Kaine's path. The hacking device sparked and static crept across the screen.

"Oh too bad, looks like you wont be breaking anymore super villains out" Kitty said.

Kaine merely threw the device aside, seemingly uninterested in its destruction. He squeezed his hands into fists and walked towards Kitty.

"You want to go, lets go" She said.

* * *

The Scarlet Spider didn't know what was scarier, riding a flying horse or having Thor watching him. Thor was cool, but Michael didn't want to risk pissing the god of thunder off. But he appeared to trust him, so he would take Thor over Iron Man or Captain America any day. They were getting closer and closer towards the Triskelion and no doubt the Ultimates would be following close behind them soon. Thor flew up to the Triskelion, just as the spider robots began to overwhelm the agents and X-men. The god of thunder swung his hammer down, releasing bolts of lightning on the robots, destroying them one at a time.

"Thor, why aren't you back in Manhattan?" Fury asked.

"Because there is a greater need for heroes to be here, you already know the Scarlet Spider" Thor said.

Michael jumped off of the horse, landing beside Fury and his men. The X-men and the agents crowded around him; ready to take him into custody.

"Enough, there is a greater threat that must be dealt with and I believe that the Scarlet Spider may be the key to stopping it" Thor said.

"You do?" Michael asked.

"Trust me he's the only one"

They looked up to see Iron Man flying with Captain America. Stark landed, placing Cap on the ground. The American hero threw his shield, hitting Spider-cide's nose and knocking him backwards.

"What's the situation General?" Cap asked, grabbing his shield as it returned to his arm.

"Your looking at it, a classic invasion tactic, they draw our main forces attention away from the Triskelion and then attack us right at our hearts, these weird spider robots seem to be self replicating" Fury explained.

"Fascinating, most fascinating" Beast said, examining the remains of one of the robots.

Suddenly, Colossus was sent flying past the agents. Spider-Cide grinned, clicking his knuckles together as he stampeded towards the super heroes. Cyclops fired a blast straight into Spider-cide's chest, knocking him back slightly.

"We need to get inside and start clearing out some of the staff" Scarlet Spider said.

"I'm not trusting you to go anywhere" Fury said.

Thor ran forward, slamming his hammer against the ground. A thunderbolt crashed into the ground, blowing several spider robots up. Iron Man began firing his repulsors, while Pyro and Iceman continued their elemental assault.

"We'll watch the clone Fury" Captain America said, dragging his shield against the ground and cutting several robots apart.

Iron Man opened hatches on his wrist, revealing machine guns he used to cut apart the machines. Then the revealed missile launchers on his shoulders and launched several missiles towards the Triskelion. One missile knocked a giant robotic spider off of the building, whilst the second blew a hole through one of the windows. Angel floated to the room of that window and began flying Triskelion staff down one at a time.

"Fine, Cap, Iron Man you both keep an eye on him, Summers you and Thor hold this point, I'm taking some of my men and going inside, Cap's team will take a hole in one of the buildings, my team will enter from the lobby and work our way towards the labs" Fury explained.

"What's so important about the labs?" Michael asked.

"Classified"

Iceman and Pyro both shook their heads while Thor slammed his hammer against the ground again. Colossus ran up beside Cyclops, jumping at Spider-cide and punching him across the face. Beast then jumped behind the Hulking clone and thrust his feet towards his neck. But Spider-cide grabbed Hank and threw him into Pyro. Then he punched Atlas across the head, knocking him to the ground as he grew to giant size. The shape-shifting clone grabbed Atlas's leg and threw him across the island.

"EVERYONE DOWN!" Cap yelled.

Everyone except for Thor dived to the ground. Atlas slammed into the god of thunder, rolling across the island and collapsing a whole building with his speed and weight. Spider-Cide laughed hysterically as he marched towards the heroes.

* * *

Kaine easily dodged the punches Kitty threw at him. He reached into the pocket of his belt, removing another device. Kitty aimed a kick for Kaine's head, but Kaine ducked underneath it. He then clicked the button on the device, pushing it towards Kitty's ears. A sharp ringing sound echoed in Kitty's ears and she yelled out, losing her concentration. Kaine then mercilessly slammed his knee into her stomach. Then he grabbed her hair and threw her aside. She coughed as she to up off the floor, looking at Kaine in fury.

He remembered the lab, the green man looking down at him as he trained. With every punch he imagined the man whom created him, the man whom implanted these memories. Fathers he never had, an uncle whom never taught him "with great power comes great responsibility" and a grandfather who never created the super soldier serum. He wasn't Peter Parker, nor was he Michael Van Patrick. Neither a person nor a weapon, he was a clone and a failure at that. His Jackal of a master stopped the training session, to reinforce what he was.

"What is your name?" He asked.

"Kaine!"

"Are you sure, are you not Peter Parker or Michael Van Patrick?" Jackal asked.

"I am neither" Kaine said.

"You are both, but neither at the same time, you are a test, a fusion of two strands of DNA, the DNA of Peter Parker and the DNA of Michael Van Patrick, you are neither yet both…you are a failure, but don't worry Kaine, I'll still give you a purpose"

A purpose, to serve a master he despised. It was a life he didn't wish on anyone. But he was just biding his time. Kaine was a patient man; he was patient with his "master" and patient with the door containing his target. His spider sense blared and he jumped over Wolverine as he slashed the door. Kaine landed behind Wolverine and looked to Nightcrawler and Rogue. They had knocked out their opponents and were ready to fight him. Rogue absorbed Killer Shrike's powers and fired a burst of electricity at Kaine. He quickly rolled to the side, and then threw his elbow out, hitting Nightcrawler as he teleported behind him. Then he grabbed Nightcrawler by his tail and threw him into Rogue.

Nightcrawler's face hit Rogue's and the girl was struck by a surge of power and emotion. Memories flashed before her eyes, of the people Kurt had killed. He had taken the lives of soldiers, politicians and even entire families. The suffering he endured because of his appearance and his time in the Weapon X facility. Rogue screamed as her skin and hair changed to a blue colour. Kurt was laid out across the floor, unconscious from the effects of Rogue's powers. Rogue herself now had Kurt's appearance and powers, along with the electric control of Killer Shrike and Omega Red's tentacles.

"Your in trouble now" Rogue said.

Kurt's memories had deeply disturbed her, but she kept on her act of bravado. She ran forward, swinging her tentacles at Kaine. He ducked underneath the coils, then rolled backwards to avoid several electric blasts. Wolverine jumped towards him, slashing at him. But Kaine rolled and ducked and sidestepped each swipe. He moved in perfect sync with Wolverine's claws, dodging every swipe. Then he struck back, hitting Wolverine in the nose. Logan shrugged the blow off and thrust his claws forward. Kaine smoothly slid in between Logan's legs, and quickly span around to face the back of Logan's knee joints.

"WATCH OUT LOGAN!" Kitty yelled.

Kaine kicked Logan's knees as hard as he possibly could. Logan yelled as the kicks dislocated his bones. He fell face flat on the ground and Kaine quickly jumped to his feet.

"Kitty help Logan click his bones back in place" Rogue said, moving towards Kaine with her electric hands ready.

He quickly flipped, kicking Rogue in the chin. Then he grabbed her leg with a web line and threw her as hard as he could. But Rogue quickly teleported behind Kaine, flying towards him with her tentacles ready. Kaine rolled backwards, plating his foot on Rogue's belly and axe kicking her towards the ground. He then grabbed her hair firmly and threw her into one of the cell barriers. Rogue yelled in agony as the electricity flowed through her veins.

"Gross" Kitty cringed as she phased her hand through Logan's leg. She grabbed the bone and clicked it back into place. His healing factor would deal with the pain. She prepared to put his other leg back in place. But Kaine grabbed her hair and threw her off of Logan. She rolled onto her feet and ran straight at Kaine. He side stepped her punch, then tapped her chin with his knee. Swinging around, Kaine backhanded Kitty across her cheek, throwing her to the ground. She coughed out a small clot of blood and got up again.

"Stay down" Kaine said.

"That voice" Kitty whispered.

Wolverine growled as he force his left bone back into place. Roaring as he got up off the floor, Wolverine ran straight towards Kaine. He slashed at the masked man, slicing off a bit of his cloak. Kaine kicked Wolverine across the head, and then punched him in the face. But Wolverine's Adamantium skeleton protected his brain from the impact of any hit. Kaine's fists were bruised from punching the man's metallic skull.

"I think I know why you smell so familiar, you another one of them clones aren't you?" Logan asked.

Kaine ignored the man, instead remembering what Jackal had told him.

"Michael Van Patrick was the Grandson of the man whom invented the super soldier serum, sadly he is now dead, but he will live on in both you and your brother…I have attempted to fuse the DNA of two individuals, and finally I have succeeded, your brother will dispose of the original Peter Parker, then I can use Parker's body to create more clones" Jackal explained.

Kaine fought every urge to snap the clone's neck there and then. But he had to remain patient, see what Jackal had planned then kill him. Wolverine swiped his claws at Kaine, but the masked clone rolled out of the way. He walked backwards, towards one of the cells.

"You are a clone aren't you?" Wolverine asked.

"See for yourself" Kaine said, reaching for his mask.

He slipped the mask off and delighted in Wolverine and Kitty's shock. Kitty had to suppress the urge to vomit at the sight of Kaine's face. He was a twisted fusion of two men's faces, part Peter Parker and part someone else.

"You didn't think Peter Parker was the only one they would clone did you?" Kaine asked.

"What are you talking about?" Kitty asked.

"Ignore him Kitty" Wolverine said.

Logan dived forward, but Kaine jumped over him and smirked as Wolverine's claws hit the energy wall. The feral mutant yelled in agony as the electricity flowed through every inch of his body. Kaine then used this opportunity to run to the vault. He typed a series of codes into the console, smiling as the door finally began to open. Throughout the Triskelion alarms began to blare. Fury fired his automatic, destroying several spider robots. He then looked up as he heard the alarms blaring and the message that followed.

"Codename Carnage is loose, repeat codename Carnage is loose"

Cyclops cut several spider robots apart and Atlas grew to giant height, grappling with Spider-Cide.

"What the heck is carnage?" Iceman asked, freezing several robots.

Gregory Stark looked at the intercom in shock, knowing what he had to do.

"Get out of the lab, begin deleting all our files" He told his scientists.

Codename Nerd Hulk ran into the spider creatures, throwing them aside while the Thunderbolts continued to fight. Mach fired his blasters and Songbird let loose a sonic scream. Moonstone fired several blasts at the mad and feral spider clone, but despite its bestiality it still possessed incredible speed.

"Sir, delete all the files?" One of the scientists asked.

"If anyone finds out what we've been doing here it'll be the end of us" Gregory said.

Suddenly the wall was blown open. The clone known as KIA marched into the lab, smiling as his weapon shifted into a cannon.

"Your wrong Stark, it'll be me that'll be the end of you" KIA said.

"I don't think so Mother £$%#er!" Dazzler yelled before firing a blast into KIA's side.

Phoenix and Storm flew into the lab, shocked at not just the battles but the experiments as well. Jean looked at the scientists, knowing that she would have to do what Kitty recommended she'd do.

"Charles may not approve but we have to be sure, if you want my advice try not to think about all your deep dark secrets" Jean said, smiling as she reached into the men's minds.

Atlas yelled as he punched Spider-cide across the face, sending the man crashing into the ground.

"Try getting up again I dare you, YOUR NOT TAKING ONE MORE STEP INTO THAT BUILDING!" Atlas yelled.

Spider-Cide smirked as he slowly got up off the floor. Kaine crossed his arms as his target exited its cell. It growled and moaned, it's red tentacles thrashing around. Kitty looked at the creature in fear, the Carnage creature was a pure killer, it survived through the absorption of life energy. But Kaine wasn't afraid; he remained calm even as the creature eyed him.

"Don't think of me as a midnight snack Carnage, think of me as your future master" Kaine said.

Carnage leapt forward and Kaine quickly removed a device from his belt. The device released a sonic wave that put Carnage to the ground. It howled and screamed, its slimy form shaking as Kaine reached into his belt. He removed a syringe of some kind and while the creature was weakened he stabbed Carnage in the spine. Carnage screamed in fury, the monstrous tone of its voice fading. Red slime was slowly forced into the syringe and Carnage's skin began to disappear. The tentacles died and the bloody skin melted.

"I've got what I needed" Kaine said, looking down at what was left of the creature.

Carnage was no more; in its place was a naked blonde haired girl. The clone of Gwen Stacy breathed weakly but Kaine could tell that she was alive. He pocketed the sample of Carnage and began to walk away from the prison. But he stopped, his eyes narrowing as he looked above. He put on his mask as his next opponent crawled towards the ground. Kitty was again shocked at who she saw. It had to have been a wannabe; he was too tall to be Peter. The Spider grinned beneath his mask as Kaine dropped into a fighting stance.

"Its good to be out of that tube, time to see if it hasn't affected my fighting skills" Spider said.

* * *

Iron Man, Captain America and the Scarlet Spider made their way through the corridors of the facility. On occasion they would face the odd spider robot. But they were insects in comparison to the ones outside. Tony finished shooting a few spiders off of the ceiling and turned to Cap.

"My scanners are detecting more of those things on the road ahead, plus two other super humans fighting one another" Tony explained.

"Then we'd better get going, come on" Cap said.

The two men ran off ahead and Michael was prepared to follow. Suddenly his spider sense went off and he flipped back just as the wall beside him was smashed open. Jean flew out of the lab, the Phoenix Halo glowing around her.

"You, Scarlet Spider you need to come with me" She said.

"But Iron man and Cap went on…"

"That doesn't matter, you need to hear this, and you need to know the truth"

"What truth?" Michael asked.

"That this, Peter's death and the clones, they all happened because of the actions of two men, Gregory Stark and Nick Fury are the ones who orchestrated these events!"

Next Chapter 13: Responsibility

* * *

Next time Atlas versus Spider-cide and Kaine versus the Spider while Jean reveals a shocking truth not just to the Scarlet Spider but to the Ultimates as well


	14. Chapter 13: Responsibility

Disclaimer: I dont own Marvel

Here it is, the revelation of the story, is Fury truly guilty, I'd like to think so. Sorry to Ultimate Fury fans if they dont like him being portrayed as a villain. But from what I've read in Ultimate AVengers he "weasled" his way into a position of high command. I'd recommend reading the first Ultimate Avengers comic to understand the statement. But this Fury isnt completely a villain, just a guy in power who made a few fuck ups (pardon the french :).

This Nels Van Adder is an Amalgam of his 616 human and the 616 Jackal with my own imagination thrown in. The trooper Sven Reilly is my Ultimate equivalent of my OC Aeon, but without powers. So enjoy!

* * *

The Scarlet Spider

Chapter 13: Responsibility

What you are about to hear is the undeniable truth. A truth that haunted the mind of only one man, and he wasn't the one who orchestrated the event. He was a victim of the ambition of three men. One was a scientist named Nels Van Adder, another was a rich man, Gregory Stark was his name. The third man was the most ambitious of the three, Nicholas Fury. Fifteen years ago, before super humans became a vast phenomenon, men like genius Stark and military soldier Fury tried to create super soldiers to strengthen America's military. Gregory wanted money while Fury wanted a promotion. Nels Van Adder however simply wanted to fulfil his duty as a scientist.

"We've found him sir," A S.H.I.E.L.D. soldier said to Fury.

"Good, Gregory put your best suit on and get ready to meet the grandson of a legend," Fury said.

The helicopter took them to a farm in Kentucky. Much to the owner's shock, dust was blown in his eye by the arrival of the chopper.

"Brian Van Patrick, I'm Nick Fury of S.H.I.E.L.D." Fury said as he stepped off of the chopper.

"What can I do for you soldier?" The balding man asked, looking at Fury with suspicion.

"Is your son in?" Nick asked.

"Michael, he just got off the track, at the moment he's showering."

"Then tell him to get dressed and sit down, don't make us wait here any longer than we have to." Gregory snapped.

Brian growled at Gregory and walked back to his house. When they got into the living room, they had to wait for a bit before Michael finally arrived. Michael Van Patrick walked into the room, wearing his Football Jersey.

"What's going on dad?" He asked, looking at the strangers nervously.

Fury reached into his pocket and threw a photo onto the table. Michael and Brian looked at the picture in shock. It showed Michael's grandfather, Abraham Erskine, the scientist who created the original super soldier serum. Brian rubbed his head and looked at Stark and Fury, waiting for an explanation.

"Okay, what do you want?" Brian asked.

Fury smirked as he got off the chair and paced around the room.

"You know kid, a lot of things have been said and S.H.I.E.L.D. has heard every little detail. Like how a kid like you goes from being a skinny little book worm to the school football teams MVP." Fury explained, looking at an old picture of Michael, "You got a lot in common with the real Captain America. I wonder how a skinny guy changes into the pinnacle of human perfection, how does that happen Mike?" Fury asked, bringing his face close to Michael's.

"My Mom used to call me Mike, my friends too. You aren't either, so get out of my face Soldier before I report you." Michael said fiercely.

"Oooh, the boys got spunk, it must be common amongst thugs," Gregory said.

"Michael worked hard damn it, he changed his diet, started exercising. I'm the one who wrote up his routine." Brian cut in, stepping between his son and Fury.

"Ah yes, a revolutionary diet routine and exercise regime that surpasses the super soldier serum, perhaps your son would be willing to go through tests so we could…"

"Absolutely not, who the hell do you think you people are? You can't just barge into people's lives. My son has done nothing wrong; alls we want is to live our lives without the craziness and violence my wife's father brought us." Brian complained.

"Alls we want to know is what makes your son so special Brian. After that I give you my word that we'll leave him alone, hell if you give us that routine then we'll throw in a nice little cheque and you wont have to dig holes all your life." Fury explained.

The offer was hard to refuse, but Michael was a persistent boy.

"Sorry you wasted your time Fury but I'm not doing it. Now kindly leave before I call the police." The young man said.

"I'm afraid we can't do that Mike, I look at all these medals and I think, "This kids got a great future ahead of him". But it'd be a shame if the Olympic scouts knew about your little performance enhancements."

"THAT'S BULLSHIT!" Brian yelled. "They did every test they could on my boy, they came up with nothing. What gives you the right to interfere with people's lives like this?"

"Someday soon I'll be in charge of defending this country, that is what gives me the right Mr Patrick. Now alls your son has to do is agree to our little tests. If he doesn't, we can change those tests results, and his whole future and reputation goes away. Think about it Mr, we trust you to make the right decision."

Fury and Stark left the Van Patrick farm, leaving Brian so angry that he threw his coffee mug across the room.

"That arrogant bastard, he's becoming the kind of fascist your grandfather wanted to end." Brian said.

"Dad, what do you want me to do?" Michael asked.

"We always have a choice son, this is a choice you have to make,"

"My choice? There's no choice at all, damn it, THIS ISNT FAIR!" Michael yelled, slamming his fist into the wall.

So with no choice the next day Michael called Nicholas Fury. After a week, Michael was picked up by S.H.I.E.L.D. Van Adder eagerly watched Michael as he was escorted to one of the labs. Gregory looked at his watch, wanting to get testing done as soon as possible.

"I don't get it Stark, look at this amazing opportunity in front of us. The chances to look at a genuine super soldier and quite possibly recreate the formula and your worried about the time." Van Adder said.

"This is an annoyance, lets get this over with," Gregory said.

Fury walked into the lab, dismissing his soldiers as they bought in Michael.

"We appreciate what your doing son, we'll be happy to compensate you in anyway. Who knows maybe you'll change your mind about joining our Initiative." Fury explained, offering Michael a hand to shake.

Michael coldly brushed past Fury and looked to the scientists.

"Lets get this over with," He said.

The tests began as simple exercises to gauge Michael's abilities. Stark checked his blood sample, while Van Adder put the boy through numerous activities. These included weight lifting to determine his strength, running machine exercises for speed and stamina and gymnastic displays for agility. Over the course of a week Stark ran simulations with the blood and for the first time since he started this project he smiled.

"I don't believe it, his genes are perfect." Van Adder gasped as he looked at the results of the blood work.

Michael had no genetic flaws, everything about his DNA screamed perfection. This allowed him to adapt and gain the best results from exercise.

"No trace of abnormalities like with mutants and his blood doesn't indicate any foreign tampering even at birth." Gregory reported the test results to Fury on a daily basis.

With every test they ran, their curiosity got deeper. Michael swam laps in a pool, unbeknownst to the shark swimming inside it. He screamed under water as the shark rushed towards him. In a show of amazing dexterity and timing, Michael flipped around the shark, grabbing its fin. The shark swam around, trying to get Michael off. Michael then shoved his hand into the Shark's gill. Bubbles rose to the top of the pool as Van Adder waited for Michael. Eventually the body of the shark rose to the top, suffocated underneath the water. Michael got out of the pool, walking towards Van Adder with his fists raised.

"You son of a bitch," He growled, punching Van Adder across the face.

"Michael has adapted incredibly quickly to new surroundings. He isn't a genius but tactically speaking he isn't far from it," Gregory recounted the time Michael beat him at chess and his latest test with Van Adder.

Van Adder came into the meeting with his arm in a cast. Nick didn't hide his smile; the idiot deserved it after what he had done to Michael.

"As I was saying, Michael's blood has more chromosomes than we originally anticipated. But unlike other super humans and mutants this "evolution" if you would call it that has been apparent since birth, it hasn't manifested at puberty and its hasn't come as a result of outside stimuli."

Nick knew the true origins of mutants. They were simply an attempt to recreate the super soldier serum gone wrong. Van Adder was ecstatic at the discovery that Michael Van Patrick was in actuality the next step in human evolution and not mutants. This kind of discovery would have gotten them the Nobel, but Nick knew that Michael would become a target by fanatic mutants like Magneto and Stark knew that more could be done with this data. So they kept Michael in the Triskelion and ran more tests with the blood they took.

"A colleague of mine Otto Octavius perfected human cloning, I think if we cloned Michael we would be able to modify him with serums like the Oz formula another colleague Osborn made." Van Adder suggested.

They did the impossible; they made clones and attempted many times to integrate failed super soldier serums into the clone's DNA structure. Failures numbered in the double digits. Michael pushed his way past S.H.I.E.L.D. guards, breaking down the lab door.

"What the hell are YOU PEOPLE DOING!" Michael yelled.

He and the guards gasped in shock at what they saw. Twisted versions of Michael had been locked in bulletproof glass tubes. They had modifications like OZ style Goblin muscles or cybernetic components similar to the Iron man armour. Michael's hands trembled with a mix of sadness and anger. He grinded his teeth together and looked at Fury. Nick raised his hands defensively, ready to defend his actions.

"What the hell did you do? WHAT GAVE YOU THE RIGHT!" Michael screamed as he grabbed Fury by the scruff of his collar.

Michael slammed Fury against the wall, looking him in the eye.

"What gave you the right? You aren't even head of S.H.I.E.L.D. yet and your doing all of this shit, what else have you done behind closed doors?"

The guards overcame their shock and tried to grab Michael. But the young man wouldn't budge, he had something to say and he would damn well say it.

"You threaten to destroy my future then you expose me to ridiculous tests. Now you've made more of me and done _this _to them! What the hell was it all for huh? Other nations aren't anywhere near as close to solving the super human issue, it's not for them, mutants are citizens of America like us, this isn't for them! What was this for?"

He wanted the question answered. Fury would have lied, but the honest answer came from the most disturbed of the men.

"It was for our careers," Van Adder said, turning a gun on Michael.

"Adder, you put that weapon down," Fury ordered.

"Come now Fury how did you think this was going to end. You knew what you were doing when you let loose the Red Skull, just think one more sacrifice and you'll have successfully weaselled your way to the top seat of S.H.I.E.L.D. while Gregory gets his contract with Black ops." Van Adder's voice was hysterical, but he spoke nothing but the truth.

Nicholas Fury had done despicable things to get to the top and Gregory Stark had been beside him all the way. Van Adder was another man with his own agenda. If he succeeded in making a super soldier, a better super soldier then he would be more famous than Michael's grandfather.

"Now let Fury go so we can finish what we started Michael, a truly improved super soldier that'll put our country back on the top."

"Shut up, you freak, how do you justify all of this?" Michael asked.

"Scientific process, by dissecting you I can unlock the key to true human evolution and not the mockeries like mutants but truly evolved humans. I'll be remembered as the man who kick started human evolution."

"You'll be remembered as the insubordinate ass that didn't follow orders. NOW PUT THE WEAPON DOWN!" Fury yelled.

Van Adder sighed before pulling the trigger. Michael widened his eyes, feeling the bullet lodge itself in his chest. Fury clutched the boy's arms as he fell to his knees.

"YOU SON OF A BITCH!"

Fury pulled out his pistol, firing a slug into Van Adder's shoulder. The force pushed the scientist back, throwing him into the chemicals he took from Oscorp. Van Adder screamed, the chemicals oozing into his gunshot wound. His arms bulged as his skin took on a green tone. Fury ordered his men to get Adder out of the lab. They weren't gentle as they forced him to a prison cell. Nick knelt by Michael's side, looking at the boy as he died.

"I didn't want this," Fury said.

"Go to hell!" Michael spat out.

His breathing ceased and his body stopped trembling. With a heavy heart Fury ordered Stark to clone one more Michael Van Patrick. This one was sent home and died shortly after, officially from natural causes. Brian Patrick cried at his son's grave, knowing that some how S.H.I.E.L.D. was responsible. He tried to make people see the truth, but he was dismissed as a raving old man and his reputation was ruined. That was nothing compared to the hurt of losing his son.

* * *

Jean lowered her hands away from her head. Cap and Iron Man were still, unsure of how to react to what they had been told. The Scarlet Spider however was trembling. He squeezed his hands into fists and walked into the lab. A clone of the Hulk was fighting spider creatures, along with members of the Thunderbolts. Mach blasted the creatures with his cannons and Songbird ripped the robots apart with her sound constructs. Michael let out a yell before jumping into the labs. He looked towards the booth Gregory and his scientists were in. Gregory Stark, one of the men who ruined Brian Van Patrick's life.

"Steve, what do you want to do about this?" Tony asked.

"Miss Grey, please get to our team mates, tell them and everyone else what Fury did!" Steve ordered before he rushed into the lab.

Cap threw his shield, slicing a spider robot in half. Tony then flew into the lab, intending to have a talk with his brother. Jean put her hands to her head and used her telepathy to relay the memories to the Professor. Xavier kept his eyes wide in shock before focusing his attention on Fury.

"**What you have done is unacceptable General!" **Xavier's telepathic voice distracted Fury from the battle.

A spider drone jumped at Fury, slashing the general across the leg. Nick quickly kicked the small drone away and shot the remaining attackers.

"Xavier what's going on?" Cyclops asked.

Xavier showed Thor and his X-men what Fury had done. The super heroes looked at Fury in shock while Logan burst his claws out.

"Fury!" Logan growled.

Kaine ducked under the Spider's punch, countering with a kick to the clones chin. Spider punched Kaine across the face and threw him into the wall. The cloaked clone span a web at Spider, gripping his wrist. Kaine then threw Spider over his shoulder, slamming him into a ventilation duct. Kitty knelt down by Gwen's side, checking her vitals. She began applying CPR and signalled for Kurt to get a medic. Spider tackled Kaine, knocking him into a wall. They gripped one another's shoulders and jumped into the ceiling, smacking their heads. Both clones then punched one another in the face, knocking one another back. Wolverine prepared to charge at the clones, but stopped as spider drones began to flood into the room. Kitty grabbed Gwen and ran through the robots. The ensuing explosion knocked back the combatants and knocked out the security system. Cell doors began to open and the prisoners defended themselves. Scorpion lashed at the spiders with his tail, looking to Kitty and Gwen in concern. The clone ran in front of the girls, taking out a whole line of robots with a lash of his tail.

"Not quite what I expected to happen," Spider said.

"Who the fuck are you?" Wolverine asked.

"Can't tell right now,"

Kaine shoulder barged Spider, knocking him into the wall. Then he kicked Wolverine in the chest, throwing the mutant into a mass of spider drones. Logan yelled as the spiders bit every inch of his body. Spider dived at Kaine, rolling across the floor and throwing him into the security door. Scorpion punched and stung the robots attacking Kitty.

"Get out of here now," He said.

Kitty nodded her head, running through the walls with Gwen. Rogue ran for the door, with hundreds of spider drones rushing after her.

"Fascinating, they are self replicating and appear to be self repairing," Beast said as he and Colossus squashed several of the drones to bits.

The ground shook, knocking the X-men over. Spider-Cide dragged Atlas across the ground, holding him in a wrestle lock. Atlas slammed his fist into Spider-Cide's head, knocking the giant into a building. Debris fell at Angel as he flew out of the crumbling building. He held two staff members, two out of at least fifty that had still been in the building. Atlas ran, tackling Spider-Cide and pushing him towards the water. But Spider-Cide slammed his elbow into Atlas's back, causing the giant to yell out in pain. He lifted Atlas over his shoulder and jumped backwards, slamming Atlas face first into the ground.

"Is what happened true, did Fury really do that?" Iceman asked.

"He did Bobby, Jean doesn't lie!" Cyclops said.

Cyclops fired a beam that took out a cloud of miniature spiders. A scream diverted his attention away from the enemies he front. Three S.H.I.E.L.D. soldiers clawed at their armour as the spider robots swarmed them. One soldier fired continua's bursts from his rifle, keeping the robots away.

"General, is what seer Xavier told us true? Have you defiled the work of father Odin?" Thor asked.

Electricity ran off of the god's hammer, spreading from one robot to another. He then slammed his hammer into the ground, blowing several of the machines to pieces. Fury reloaded his pistol, kicking a spider as it jumped.

"Damn it Reilly that one could have killed me," Fury said.

The armoured trooper beside the general looked the man in the eye. Though his face was obscured by the protective visor he still glared at the man.

"Answer the question General, is it true about what you did?" The trooper asked.

"We don't have time for this," Fury growled.

Colossus began pounding at the spiders on the ground. However he didn't notice one of the spiders crawl onto his back.

"Peter WATCH OUT!" Beast yelled.

The spider sunk its spiked legs into Colossus's back.

"PETER!" Pyro yelled.

A spider jumped at Pyro, slashing the mutant across the back. Pyro stumbled forward, with two spider's stabbing his feet. He let out a scream of pain, flames spreading across his body to get the spiders away. Best ran to Pyro's side, moving him away from the spiders as Iceman froze them. Colossus ripped the spider off of his back and threw it into the swarm. Atlas gasped in horror as he watched more of his fellow soldiers being ripped to pieces by the spider robots.

"DAMN IT!" Reilly yelled, tossing his empty rifle into machines.

He drew his pistol, firing a whole clip into the mass of machines. Cyclops stepped in front of him, firing a blast into the swarm. Atlas punched Spider-Cide, knocking him into the sea and rushed to the aid of the heroes. He swatted the spiders aside and pushed his growth powers to their limits. Reilly looked up in shock as he heard Atlas's bones crack. Atlas clapped his hands together, releasing a shockwave that knocked the spiders back and tore a chunk off of the Triskelion.

"God damn it, do you know how much tax dollars your costing?" Fury asked the giant.

"Get them out, get them all out," Atlas's voice strained.

Reilly nodded to Cyclops and the two men broke off into a run. Atlas smacked his fists together as he faced the swarms of spiders.

"COME ON! FREE MEAL RIGHT HERE ALL YOU CAN EAT!" Atlas yelled.

"Brave giant, let Thor aid you!" Thor cheered, floating off of the ground.

Thor joined Atlas in his fight, letting loose a thunderbolt that cut through the island. Atlas slapped at the spiders, letting some crawl on his body so that he could squash them with his fingers. Some crawled towards his mouth, but he continually smacked his teeth together, crushing the machines. Meanwhile Reilly and Cyclops ran into the main building. Reilly dived at a scientist, rolling out of the way of a swarm of spiders.

"Where are the other staff members?" Reilly asked.

"All over the place!" The scientist gulped.

'Professor Xavier, if your listening I need a favour,' Reilly hoped that Fury was right about Xavier.

"**I'm here Sergeant!"**

'Call me Sven; I need you to determine the safest path for the staff members to take out of the main building and tell them to walk down that path. Guide each and every person in this building towards the nearest exit that hasn't been overrun by these spiders.' Xavier read Reilly's thoughts and began looking at the 3D map of the Triskelion.

"**A large group of soldiers are fighting spider creatures in the cafeteria, run I'll guide you!"**

Atlas smirked, knowing that Cyclops and Sergeant Reilly would save as many people as they could. He continued to hold the line, attracting the spiders away from the X-men and Fury. Thor span around, swinging his hammer into the masses of spider robots. Inside the base Scarlet Spider punched the doppelganger creature aside and jumped over a spider creature. Iron Man fired a blast into the creature's mouth, blowing it up from the inside. Cap then threw his shield, cutting a path through the spiders. Michael jumped through the hole the Hulk clone had made. He looked at the scientists and Gregory, growling as he walked towards them.

"Protect Stark!" Jenkins said.

"Belay that order," Cap said.

Songbird clutched the scratch on her throat. It was beginning to affect her ability to manipulate her constructs. Mach flew at her side, firing his cannons and machine guns at the creatures around them. He focused his firing on the spiders closest to Melissa. Moonstone phased through the giant spiders and blew them up from the inside.

"Oh, I didn't think the fighting would get this dirty," Nerd Hulk cringed.

"Wait a minute, is that the Hulk with Banner's intelligence?" Cap asked.

"Steve, focus please!" Tony said.

Iron Man flew into the scientist's shelter and watched as the Scarlet Spider slammed his brother against the wall. Gregory's feet were dangling as he clawed at Michael's wrist.

"You bastard, did you think you'd get away with this HUH?" Michael asked, pulling off his mask.

Gregory trembled as he looked at the face of a dead man. Tony took of his helmet, frowning at his brother. Now Gregory had seen many looks from his brother. His sarcastic humour, his arrogant wit whenever he got the last laugh. This was one look he hadn't seen before, disappointment.

"I'm going to ask you a question before I kill you Gregory Stark, WAS IT WORTH IT!"

* * *

Jean picked up Triskelion staff members as she flew. She pushed her abilities to their limits as she evacuated as many people as she could. Storm and Dazzler continued their explosive battle with KIA. He fired blast after blast at the X-women, continually ranting his name. Storm hit the berserker with a lightning bolt, throwing him to the floor. Rogue ran away from a swarm of spider robots, with the escaped villains running beside her. Spider and Kaine crashed through doors in the main office level. They threw one another into tables and rolled across the floor. Kaine ran across the wall and grabbed Spider, throwing him onto the ceiling. Spider rolled across the ceiling as Kaine fired more webs. They jumped towards one another; the strength of their legs and the impact of their bodies sent them flying into a door that led to the low security prison.

"What are you?" Kaine asked.

"You wouldn't believe me if I told you," Spider said.

Spider aimed a kick for Kaine's head, but Kaine ducked out of the way. Then Kaine rolled to the side, dodging Spider's punch. He jumped towards Spider, punching him straight in the chest. Spider slammed into the glass and when Kaine tackled him the glass shattered. The two men fought one another in the very cell that once housed Banner, the Hulk and Hank Pym.

"Quite amazing isn't it? The fact that this all started with Spider-man's murder and it'll end with his twisted resurrection!" Spider cackled.

"How do you know that?"

"Again you wouldn't believe me," Spider sighed before punching Kaine into the wall.

Kaine delivered a quick kick to Spider's chest and grabbed the man by his mask. He smashed Spider's head against the glass, shattering the supposed shatterproof cell. Spider felt his brain tremble as Kaine punched him again and again. He recovered just in time to block another a punch. Then Spider threw Kaine across the room, crashing him through the metal detectors. Cyclops cut a spider creature in half with his optic blast and looked to Jean as she flew to his side.

"Is everyone out?" Cyclops asked.

"Kitty and Kurt just got outside, but Rogue and a few other scientists are still inside," Jean said.

"Then what are you waiting for, GET THEM OUT!"

Wolverine suddenly burst through the wall, slashing at the masses of spider drones. His uniform had been ripped and his skin was slowly regenerating. But it wasn't regenerating fast enough; some spiders were still inside him, hanging onto his rib cage. Rogue rushed into the cafeteria, pushing Reilly out of the way of a spider creature.

"ROGUE!" Cyclops yelled.

The spider swung its leg into Rogue, throwing her like a rag doll. Jean caught the girl with her TK, while Cyclops blew the spider apart. A spider leapt towards him, slashing across the chest.

"Scott," Jean gasped.

Two more spiders landed on Cyclops's back and bit into his shoulders. Jean Grey immediately turned her attention to the spider robots. Flames ignited around her as she screamed. Wolverine bought his hands to his face as a mass of fire collided with the swarms. Outside, Thor blew robots apart one by one with his lightning bolts. He looked towards Atlas, widening his eyes as the giant spat a mass of spiders out of his mouth. Atlas stumbled across the Triskelion, falling to a knee as more spiders bit at him.

"ATLAS!" Thor yelled.

Spider-Cide rose from the water, his hands shifting into blades. Atlas fell to both his knees; his breathing began to slow as blood ran down his nose.

"Get them out, get them home," He whispered.

* * *

Michael waited for Gregory to answer the question. He would wait all night if he had to.

"Scarlet Spider! SCARLET SPIDER!" Tony yelled.

Michael turned to Stark, glaring at the brother of a selfish egotist.

"Stay out of my way Stark, he has to pay," Michael growled.

"Oh I agree, hell I encourage you to kill him, but have you looked around? This isn't the place to punish him!" Tony said.

"Really, he could die amongst his creations, die in the place that got more tragedy than good."

"I don't know what you're talking about!" Gregory said.

"TAKE RESPONSIBILITY FOR THE CHOICES YOU MADE!" Michael yelled.

"He does need to take responsibility, but not here, there are still lives to save and isn't that the legacy you want to leave behind?" Tony asked.

Michael let got of Gregory and put his mask back on. Tony looked down at his brother in contempt before offering him a hand. Mach shot two spider creatures in the chest and blew another back with a missile. He turned to Melissa, to see that her cut had gotten deeper.

"Melissa, stay with me!" Abe urged the girl to keep fighting.

A spider suddenly slashed Songbird across the back, pushing her into Jenkin's arms. The creature then raised its leg again. But this time, the Scarlet Spider struck it from the side, kicking it into the wall. Scarlet Spider jumped behind Nerd Hulk, webbing up two spider creatures and helping his fellow clone take down a bigger creature. He webbed up the creature's legs and let the Hulk floor it with a punch.

"That looked like that scene from Star Wars," Nerd Hulk said.

Scarlet Spider let the opportunity for a joke slip by as he signalled the scientists to run. Right now revenge would have to wait. His responsibility to saving lives was more important than his responsibility to justice. In a way, everyone that day had decided that the priority was saving lives. Atlas sacrificed his very life to buy the heroes some time. Spider-Cide stood over Atlas and sadistically swung his arm blade at the giant's neck. Bobby fell back in shock as a giant head rolled across the ground. Thor used his control of wind to blow the X-men and Fury out of harms way. Then he turned his eyes towards Spider-Cide, electricity crackling around him.

"Brave Atlas, YOU WILL BE AVENGED!" Thor yelled.

Tony carried Gregory over his shoulder as Cap and Scarlet Spider guided the scientists towards the exits. Michael knew what his responsibility was. It was the same responsibility Spider-man had to save lives. But he had another responsibility, justice, and that was precisely what he intended Fury, Stark and Nels Van Adder to get.

Next Chapter 14: The plan revealed

* * *

Next chapter, Fury and Gregory answer for what they did as the other Ultimates arrive to help evacuate the Triskelion. The battle between Kaine and the Spider comes to a brutal close. As always please read and review!


	15. Chapter 14: The plan revealed

Disclaimer: I dont own Marvel

I'm back with another update, and just after reading the latest issues of "the Death of Spider-man". If they are actually going through with it, it'll be sad to see it happen, god the New Ultimates and the Ultimate Avengers are idiots. Although not to justify it but I've seen the "new" Spider-man's costume and it looks really cool.

Anyway here's the next chapter, enjoy

* * *

The Scarlet Spider

Chapter 14: The Plan revealed

Sven Reilly looked at his surroundings. The once great Triskelion was now in flames. Spider robots poured out of holes in the walls, carry the remains of scientist and soldier alike. A great roar drew his attention away from the wounded rogue. Wolverine ran out of the swarm of spiders, his skull and ribcage exposed by the constant bites. The feral mutant slashed anything that moved, waving his arms around like a mad man. Sven picked up Rogue, putting her on his shoulder and running down the corridor.

"EVERYONE FOLLOW ME!" He yelled.

The trooper reached for his extra pistol, firing shots behind the scientists. Cyclops fired a blast that tore through one of the walls. He hurried the scientists he recovered through the hole, while Marvel Girl crashed a single swarm with her telekinesis. A swarm of robots flew between Sven and the X-men. Wolverine yelled as more of the machines picked at him skin, drawing him into the pile of machines. Sven ran down the corridor, leading the scientists and staff members he recovered. The building was falling apart from the explosions and the spider robots eating at the Triskelion's foundations. All of this death and destruction, and for what? Whatever it was Sven knew that Fury had a lot to answer for.

* * *

Tony Stark flew with the lab technicians and the Thunderbolts. Cap and Fixer were holding the line; Steve threw his shield while Fixer fired his shoulder blasters. Nerd Hulk ran as fast as he could ahead, carrying scientists on his huge shoulders. Mach was carrying Songbird, constantly checking her condition. Moonstone was nowhere to be seen and Scarlet Spider was swinging down the corridor, keeping his spider sense on high alert. Michael stopped, landing behind the scientists as they ran ahead.

"WAIT! DON'T RUN ANY FURTHER!" Michael yelled.

But the scientists didn't heed his warning. The ceiling gave out, crushing the scientists.

"SHIT! EVERYONE MOVE BACK DOWN THE CORRIDOR!" Mach yelled, taking flight with Songbird.

Cap smashed a spider creature across the head and waited for the others to run past him. Then he threw his shield past the fleeing group, slicing a spider down the middle. He ran faster than the others, easily catching up as the ceiling collapsed behind him. Iron Man fired a palm beam into one of the walls, creating an exit they could take without walking back towards the creatures. But Doppelganger was already on the move, rushing on all eight legs with his bigger spider monsters.

"I wish Nerd Hulk had stayed," Fixer muttered.

"I don't," Cap said, catching his shield.

Michael reloaded his web shooters and began to make a web on the cracking parts of the ceiling. It wouldn't hold forever but it would give them some time. Tony tossed his brother onto one of the scientists and landed in front of the group.

"Everybody go on ahead, I'll hold them off!" Tony said.

"Stay alive Tony," Cap said before he rushed ahead with the group.

Iron Man turned to the crowd of spiders, with Doppelganger at the front. Tony opened the palms of his hands, the Arc reactor on his chest glowing fiercely as he activated his repulsors. Michael stopped running and turned back as he felt the roof shake. Cap grabbed his shoulder, pushing him to keep running. Michael could feel his spider sense blaring like an alarm, practically pounding against his skull as he ran. Just a few more miles and he could give Fury what he deserved.

* * *

Thor had faced death before. Asgard was practically an eternal battleground for the gods and the frost giants. Seeing the once graceful Triskelion reduced to a growing fire and the collapsing ruin bought back memories of the battlefields. Like any battlefield casualties were set across the floor, including Atlas, whom was still a giant even in death. Thor swore vengeance, flying into spider-cide and slamming his hammer into the giant creatures head. Spider-cide grunted as the force of the hammer dented his cheek. He stumbled backwards, his feet digging into the ground. Thunder struck and again Thor slammed his hammer into his foe. Spider-cide grabbed the god of Thunder and slammed him head first into the ground.

"Ha, survive that "god"" Spider-cide smirked.

Suddenly, electricity ran through Spider-cide's veins, causing him to cry out and step away from Thor. The supposed pacifist was glaring at the giant, electricity flowing from his hammer and Asgardian runes. He pulled his hammer back and threw it, sending the incredible weapon flying into Spider-cide's nose. A crack echoed around the island, even as the thunder boomed.

"DAMN! You boke ma nobe!" Spider-cide groaned before once again getting hit by the hammer.

Colossus squashed a spider robot beneath his foot and watched as Iceman froze another group of the machines. Beast was doing his best with the ointments he had, treating Pyro's injuries. A spider suddenly jumped at Beast, slashing him across the back. Iceman quickly fired a spike at the machine, impaling it before it could finish Beast off.

"X-men, secure a landing zone, I'll land and provide medical support for the wounded!" Xavier said over the radio.

Nerd Hulk crashed through the wall, carrying some scientists with him.

"HOLY SHIT! Is that the Hulk?" Bobby asked.

"It's a clone we're using in Black Ops!" Fury said. "Everyone hold the line, I'm going to the armoury, we need bigger guns."

"Hold it General, don't even try to slip out of here," Colossus growled.

"Say what you want about me Rasputin, but I don't abandon my soldiers."

"No, you just cover up their deaths," Bobby muttered.

Fury broke off into a run, throwing his empty rifle aside. He jumped over a few of the spider robots and made his way into the Triskelion. A piece of rubble fell towards him, but the secret first super soldier easily crumbled the rock with a single punch. He ran down another corridor, sliding underneath a giant spider creature. The creature was then impaled on the tip of a green spike. Scorpion threw the creature aside and sprayed acid from the shooters on his wrists, melting the spider robots. Nick tapped his access code for the door and entered the armoury.

"Big fucking guns!" Fury whispered.

* * *

The holding cells were quickly becoming thrashed by the brutal fistfight. Kaine grappled with Spider, slamming him against the wall. Spider leapt forward, pushing Kaine through the glass screen for the interrogation room. But the clone quickly broke free and punched Spider across the face. Spider grabbed Kaine by his neck, slamming him against the wall. He bought his teeth up to bite Kaine, the smell of flesh and bone stinging Kaine's nostrils. Kaine tucked his arm beneath Spider's elbow and swung his fist into Spider's chin. He kneed the cannibal in the gut and slammed their heads together.

"I know what you intend to do little clone, your masters plan is doomed to fail because of his flawed creations," Spider said.

"Shut up!" Kaine growled.

Spider cackled, grabbing Kaine by his neck and throwing him against the wall. The Spider then dived forward, crashing through the wall with Kaine. They rolled across the floor, with Spider snapping his jaw at Kaine. Kaine slammed his elbow against Spider's mouth, knocking out one of his teeth. Spider swung his arm around, punching Kaine against the side of the head. He grabbed Kaine's long hair and picked him up off the floor, throwing him into a series of desks. They were now in another office level, with the staff rushing to get out of the room. Spider grabbed one of the workers, sinking his teeth into the little man's neck. Kaine got up off the floor, spitting blood onto the floor. The bottom part of his mask had been ripped, while Spider had willingly rolled up the bottom half of his.

"You know its funny, they call me an abomination, but you, you're a whole other a story," Spider cackled as he tore another chunk of skin from his "food".

Kaine grabbed one of the desks and threw it towards Spider. The desk hit both him and his victim, throwing them against the wall. Kaine ran forward, jumping on top of Spider. He punched the man across the head, and then yelled as Spider bit into his arm. Kaine curled his other fist around, punching Spider again. But Spider then thrust his legs forward, pushing Kaine into the side of a desk. Kaine snapped the steel leg of the chair and brandished it like a knife. Spider rushed forward, but Kaine stabbed the table leg into Spider's arm. Kaine then punched Kaine again and grabbed him by his neck. He threw the cannibal straight through the door and into the cafeteria. Spider grabbed a piece of meat on the counter, ripping it in his mouth before jumping at Kaine. He slammed his fist into the top of Kaine's head, dizzying his vision. But Kaine struck back, punching Spider in the gut. Then he grabbed Spider by his head and threw him straight into the wall.

"Come on, is that the best you've got?" Spider taunted.

The masked clone squeezed his hands into fists. He let out a yell before running at spider like a madman.

* * *

Scarlet Spider kept a close eye on Gregory Stark as the group made their way towards one of the Triskelion exits. He couldn't shake off the anger he felt for this man, this pathetic excuse for a man. Stark never looked back, but he knew that Cap and Michael would catch up with him no matter what he did. These was no escaping his fate now. The ceiling cracked and spider drones crawled towards the exit, blocking its path. A blast suddenly flew through the wall, disintegrating the drones. Storm flew past the group, levitating Dazzler with the wind. KIA, whom spotted Gregory out of the corner of his eye, pursued them.

"STARK!" KIA yelled.

He fired a blast, splitting Dazzler and Storm apart. Dazzler fell on the ground, cursing as she banged her knee. KIA turned to Stark, firing a blast towards him. But Cap dived in the way, deflecting the shot with his shield. Fixer then fired a cannon on his arm, hitting KIA in the chest. KIA smiled, the smoke on his chest cleared to reveal a purple chest plate. Scarlet Spider leapt towards KIA, punching the clone across the head. KIA looked at Michael and grinned before he punched back, knocking the Scarlet Spider into a group of scientists.

"Killed in Action!"

The clone fired a blast, hitting Cap's shield again. Cap widened his eyes as a crack ran across the surface of his shield. KIA then ran at the super soldier, shifting his arm into a hammer. He shattered Cap's shield and sent both him and Gregory flying into a wall. Storm fired electricity from her hand, hitting KIA's shield. He then shifted the weapon into a tentacle, grabbing Storm and throwing her on top of Fixer. Dazzler fired a light burst, hitting KIA in the back. KIA grinned and slid a blade out of his arm. He rushed towards Dazzler, taking the blasts she fired.

"KILLED IN ACTION!" He yelled.

Dazzler widened her eyes as KIA slashed her stomach. Scarlet Spider stuck a web onto KIA's shoulders and tugged as hard as he could, throwing KIA through the wall.

"Ali!" Ororo gasped as she ran to Dazzler's side.

"Keep pressure on the wound and carry her outside, come on we're almost there," Cap said.

Fixer fired his arm cannon into the swarms of robots. He grinded his teeth together, the robots were too many in number. The wall was suddenly blown open and multiple rocks flew into the machines. Jean Grey threw her hands forward, launching projectiles into the machines. Cyclops fired his optic blast, consuming many of the spiders.

"Everyone, this way now!" Cyclops ordered.

KIA burst through the wall and fired his arm cannon, hitting Jean in the back.

"JEAN!" Cyclops yelled.

Cap threw his shield into KIA's head, knocking the clone back. Scarlet Spider then fired one of his impact webs, hitting KIA in the head. Mach then fired his cannon, sending the madman flying through the wall.

"Get outside now, we can make our stand with the others," Cap said.

The group ran as fast as they could, ignoring another swarm of drones. Sven Reilly fired several shots from his side arm, providing cover for the retreating heroes and scientists. Iceman created several ice spikes, hitting as many of the drones as he could. A sudden explosion caused the Triskelion to collapse. Iron Man burst through one of the windows, blasting a giant spider off of him. Another spider leapt towards Tony, biting into his boot. Stark engaged his rockets, burning the spiders face. Two more spiders jumped out of the building as it collapsed. Angel flew around debris and spider drones, making his way towards an exit. A rock fell on his head, knocking him to the ground.

"Shit," Warren gasped.

Debris fell towards him; Warren closed his eyes, raising his hands. Nothing happened, no pain, no crushed limps. He opened his eyes, to see himself outside with the other X-men. A silver and blue streak ran across the Triskelion, finding anyone still breathing. Quicksilver appeared before the X-men, grinning as he span his arms around. He created two vortex's, throwing several of the drones back. Scarlet Witch hovered above the group, her hands glowing red as she began calculating the odds of the drones exploding. One of the drones suddenly broke apart; Sven widened his eyes in confusion as he saw several ants flying before him.

"Pym?" The marine said.

"What, but Pym's supposed to be under house arrest," Cap said.

"I can explain that."

Cap crossed his eyes, seeing his girlfriend flying in front of his nose. Janet grew to her normal size and looked to the spider drones.

"Hank, what are we dealing with?" Janet asked.

Hank Pym sat on the back of an ant, flying around the spider drones. His helmet analysed the robots and his intelligent mind interpreted the data.

"They're self replicating Nanotech based robots, they're specifically designed to absorb material and then multiply based on that material…is that a clone of the Hulk?" Hank asked.

"Hank focus!"

"Sorry Janet, anyway based on the collapse of the Triskelion I'd say these things will number in the tens of millions," Hank explained.

"Tens of millions, did I hear that right?" Tony asked.

"Fuck, what the hell are we supposed to do against a horde of millions?" Hawkeye asked as Valkyrie dropped him from her horse.

The archer knocked back several arrows and fired them into the drones. Valkyrie landed beside Colossus and cut several drones apart with one swing of her sword.

"Tens of millions, how many will there be if they eat the city?" Iceman asked.

"That wont happen, we make a stand here and stop them from passing," Scarlet Spider said.

"Wait, this things eat metal right, Wolverine's skeleton, I didn't see him get out!" Kitty gasped.

"Don't count Logan out yet, Storm we need ball lightning and fast, Iceman make a wall behind us, if they get past us then there will be nothing stopping them from swimming to the city," Cyclops immediately went into leadership mode, walking down the line established by the group.

Mach laid Songbird on the ground, caressing her cheek before handing her to Xavier.

"Take care of her," The man said.

"You have my word Mr Jenkins," Charles said.

Mach opened the compartments on his shoulders, wrists and legs, revealing missile launchers and blasters. Fixer threw out several defence drones, equipped with Gatling guns and single shot blasters. Iceman got to work on making an ice wall as the drones and spider monsters got closer towards them.

"Pym, you grow to giant size and help Thor, Iron Man whatever weapons you've got hit the cloud of drones with everything. You…whatever your name is, take this radio and call Danvers, have her bring everyone in the city to the Triskelion, Valkyrie you join the close range fighters." Cap was just as much a leader as Cyclops and he took command just as affectively, throwing a radio to Sven.

"This is Agent Reilly to all S.H.I.E.L.D. forces in the city, we need all of you to converge on the Triskelion," Sven contacted Danvers as he was ordered to.

"Wait, there should be other super humans in the city, get Danvers to bring them here as well," Scarlet Spider said.

Sven nodded his head and relayed the order. Colossus ran with Valkyrie and Quicksilver. The Speedster dashed straight into the drones, taking them apart one at a time. Valkyrie swung her sword, cleaving several drones in half. Colossus slammed his fists and stomped his feet against the robots. Moonstone unleashed a surge of energy, melting several drones in her line of fire. Rogue pulled off her gloves and touched Cyclops's cheek. She then ran to Angel, touching his arms and growing his wings. The girl flew into the air and began bombarding the swarms with optic blasts.

"Have at thee foul monster!" Thor said as he struck Spider-Cide again.

The giant clone yelled before grabbing Thor and throwing him into the ground. He lifted his leg, ready to squash the god. Suddenly, Hank grew to giant size and punched Spider-Cide in the jaw. He grabbed the clone by his neck and pushed him into the remains of the Triskelion. Hank punched Spider-cide again and again, breaking the clone's teeth. Spider-Cide slammed his head into Hank's face, throwing the man back.

"ENOUGH OF THIS! DIE VILE BEAST!" Thor yelled.

Thor threw his hammer with all his strength, pouring energy into the stone as it flew towards Spider-Cide's chest. The clone widened his eyes in horror as the hammer burst through his chest. Blood oozed out of his mouth as he stumbled backwards, falling into what was left of the Triskelion. A few minutes later, Spider crawled his way out of the debris. The office block of the building had been hit, but luckily Spider had managed to get out in time. He brushed dirt off of his torn costume; he'd need to get a new one from Stark.

"Well, I know what's about to happen now, and what you intend to do with that suit Kaine," Spider said as he crossed his arms.

Kaine suddenly burst out of the rubble, wielding an iron pipe. He smashed Spider across the head, and again across his arm. Spider yelled as he felt his right arm dislocate. Kaine struck the man again, throwing him to the floor.

"Go ahead, finish it, I know where you'll stab me," Spider cackled, spitting blood onto Kaine's face.

The clone yelled as he rammed the pipe through Spider's chest. He stepped away from Spider, glaring as the man continued to laugh.

"GO AHEAD! BRING HIM BACK HE'LL DIE AGAIN ANYWAY!" Spider yelled.

Another section of rubble was suddenly blown open, revealing KIA. The two clones nodded to one another. KIA took Kaine's hand and created a rocket from his arm. Iron Man watched as the two clones flew away from the Triskelion. He fired a device from his wrist, implanting it on Kaine's back.

"Tracker engaged, we'll have to find out what they came here for later, anyone know where Fury went?" Tony asked.

"The bastard ran away," Michael said.

Suddenly a blast flew into the drones, tearing some of them apart. Fury stood with a grin plastered across his face. He carried a bag with numerous guns, one of which was strapped to his back. Another gun, one Fury wielded had a huge smoking barrel. Beside Fury stood the Scorpion clone.

"Oh ye of little faith, anyone want a really big gun?" He asked.

Scarlet Spider squashed one of the drones and fired several webs at the others. Fury threw spare ammo clips and rifles to those whom needed them. He gave a customised M-16 to Cap and a shotgun to Sven. The marine cocked the gun and began firing slugs at the drones, taking a spot beside Valkyrie as she swung her sword across the ground.

"Reinforcements are on the way, hold out as long as you can," Sven said.

Fury fired his blaster, taking out a whole line of drones. Thor and Storm rained lightning down on the machines, while Scarlet Witch released an explosion of hex energy. Some of the drones were shut down, others automatically exploded. But the machines were too many in number, getting closer and closer towards the heroes. Wasp flew between the insects, firing her stingers into their joints. Iceman encased ten of them in ice, wiping sweat from his face. His ice armour was beginning to melt as he used more and more power.

"Where's the Canadian?" Hawkeye asked, firing another volley of arrows.

"Buried under rubble, he's digging his way up now," Charles said.

"Professor I need some help here, this girl is unconscious," Kitty gave Gwen a small shake to try and wake her.

"There, I've downloaded basic first aid into your mind, help her then help Hank with the other wounded."

Sven fired shot after shot from his gun, blowing off fragments of the drone's armour. He ejected the final shell from the chamber and looked to Fury. The General was holding two heavy machine guns, firing a barrage at the drones. Suddenly a drone leapt towards Sven, pushing him to the floor.

"Shit," Sven gasped as he moved his head, dodging a bite from the robot.

A blade suddenly pierced the robots chest and Valkyrie threw the machine into its brethren.

"There's just too many, too tired," Bobby groaned as he fell to his knees.

Rogue swooped towards her boyfriend, picking him up just as a drone tried to stab him.

"Where the hell are those reinforcements?" Fury asked over the gunfire.

A stream of fire suddenly slammed into the regiments of drones. The heroes looked up to see a hover car of some kind floating over the field. Beside it was the Johnny Storm the Human Torch. The rock hided Thing suddenly jumped out of the car, slamming into the ground.

"ITS CLOBBERING TIME!" Thing yelled.

Ben and Colossus shook the ground with every punch. Human Torch landed in the middle of the drone army and released a wave of intense heat, disintegrating several drones. Iron Man then fired his repulsor rays, hitting several more machines. Scarlet Spider looked up and saw numerous helicopters; all of them had weapons locked onto the drones. Michael smiled beneath his mask, with all of S.H.I.E.L.D. at their backs this battle was as good as won. Thor raised his hammer, preparing to strike the army of machines with all his strength.

"For Odin, FOR AS…" Thor stopped as the drones suddenly ceased their march.

The other heroes looked at the drones in confusion as they began to fall apart. Reed Richards landed the fantasticar and stretched his arm, picking one of the inactive drones up.

"Fascinating, these things could have eaten the whole city, but they didn't. Why did they deactivate now?" Richards asked the question that was on everyone's mind.

Michael knelt beside Gwen, checking her over. She stirred awake and looked at her surroundings in shock.

"Peter, is that you? What happened, why do I feel so different?" Gwen asked.

Michael suddenly felt something touch his shoulder. He pulled the dart out of his shoulder, looking to the helicopters. Carol Danvers held a rifle and was shouting orders across the speaker. It was all a blur to Michael as his vision blurred.

'Oh no,' he thought, realising what the point of the attack had been.

Everyone was at the Triskelion and Gwen was back to normal. That meant that that red suit was gone. His intelligent mind thought of the theory behind the suit. It could cure cancer and heal injuries. So what would happen if it was used on the dead?

* * *

The city remained ignorant of what was happening at the Triskelion. S.H.I.E.L.D. agents still remained in Queens, keeping an eye on the Parker family. Despite the damage people still returned to their homes. May and Harry stayed with Mary's parents, while Jessica hid in the basement. Harry and Mary walked down into the basement, carrying a tray of food.

"Sorry it's all leftovers, Mom wasn't expecting people," Mary Jane said.

"I had heard from my dad that cloning was possible, but ethics always got in way," Harry said.

"Not with Doc Ock," Jessica muttered.

Jessica munched on the sandwich she'd been given while Harry and Mary listened in on May and Mary's mother. The two women were mainly discussing May's health and whether this recent attack had affected her heart. Jessica put on her coat and snuck out of the basement as May, Harry and Mary Jane left the house. The small group made their way towards the cemetery. May held a bag of flowers in her hand, something to give both her husband and the closest thing she had to a son.

"I just, can't believe he's gone," Harry said, wiping his eyes.

They hadn't even reached the gravestones yet and they couldn't overcome the sense of grief. May wiped a tear from her eye and looked towards the gravestone. She suddenly stopped, gasping at whom she saw. Mary put a hand to her mouth as the figure turned around, revealing half of his face.

"Peter," Harry whispered.

"Part of him at least," Kaine whispered, turning to reveal his other half.

May widened her eyes and stepped back in shock. Kaine smiled as he reached into his coat pocket. He pulled out a vial with red liquid inside it. Harry stepped in front of the women as Kaine dropped the liquid onto the dirt of Peter's grave. The liquid slowly seeped into the dirt, digging through as if it was alive. When it finally drilled through the coffin, it latched onto Peter's body.

"This is the part I've been waiting for," Kaine grinned.

They stood there for a moment, wondering what was happening. Mary Jane gasped as she saw the ground bulge, as if someone was poking it from inside. Again it bulged, this time May and Harry noticed it. Jessica watched from a nearby tree, dreading what was about to happen. Mary Jane screamed as a hand burst out of the ground. At first it was bare skin, but slowly the hand began to change as it was surrounded with red liquid. The hand sharpened into a claw, metal strangely covered the wrist, forming two make shift web shooters. Blue spread across the arms sleeve and the same thing happened to the right arm that burst out afterwards. A short figure dug its away out of the grave, red spreading across his body, covering his brown hair. Web markings began to appear on the red parts of his "costume" while a black spider appeared on his chest. Blue covered his lower chest and legs and white eyes appeared on his face. The figure groaned as he stood up, swinging his head back.

"Peter, is that you?" Mary Jane asked.

The figure swung its head forward, wearing a flesh like version of the Spider-man mask. May clutched her chest, her heart pounding faster and faster. She knew without a shred of doubt that it was her Peter. Suddenly, the creature Peter had become opened its mouth, revealing razor sharp teeth and a flapping tongue. He let out a roar as he rushed towards his old family.

* * *

The Jackal sat in his office, smiling at what his army had achieved. His drones were just the means to an end. True they were effective and could potentially be used to destroy the city. But his true plan wasn't destruction; rather it was a partnership of sorts. He looked at the vial of the suit Kaine had recovered. Richard Parker and Edward Brocks work was truly magnificent. True they had both developed the suit, turning it into something that could be used by humans. What no one knew was that the suit was a living creature, one of many more. Van Adder looked up at the container and broke into a fit of laughter. The alien creatures had started so small, coming to planet Earth in meteorites. Van Adder had found each one, repeated Parker's process and then reproduced them with Connors's experiments.

"New York was the target Fury, just not for extermination, Peter Parker was the first, soon every last person in New York will fall victim to the worlds first Venom bomb!"

Next Chapter 15: Spider Carnage

* * *

So did you see it coming? Hope everyone enjoyed the chapter. The stakes get higher as Spider-Carnage begins his rampage


	16. Chapter 15: SpiderCarnage

Disclaimer: I dont own Ultimate Marvel, if I did I'd (probably) make way better storylines

Well its been months now since Marvel made a bone head move: Yep The Death of Ultimate Spider-man (also known as death of the Ultimate universe) has ended and the new Spider-man Miles Morales has debuted. I haven't read the new Ultimate Spider-man issues yet, I'll probably read it once its all collected into a hard cover volume. Anyway I cant judge this new Spider-man, but from what I've heard so far he'll definately be a different take than what we're used to. Whether he'll be as successful as Peter remains to be seen.

Anyway I know its a little late but Goodbye Ultimate Peter Parker, you had incredible potential that was unfortunately wasted. Until the day your resurrected...

Axel Alonso: Actually in the Ultimate Universe Peter Parker is dead forever, dead is dead over there.

Mark Bagley: But i thought we were planning on bringing him back some day.

Alonso: We discussed this Mark the plan was always to kill him off for good.

Bagley: But arent I going to do art for an incredible story arc that brings Peter back?

Alonso:...we discussed this I made it quite clear that dead is dead, even for Peter Parker

Awkward pause!

Bagley: I THOUGHT YOU WERE JOKING! I...I even put in my diary, "wow Alonso put forward a very funny idea about killing Ultimate Peter Parker off for good". I cant believe you, you've ruined the Ultimate Marvel Universe completely!

LOL! Sorry had to get it out of my head. Its not that dramatic, people are still going to buy UM comics. Still I feel that there is some potential to bring Pete back, maybe after Miles has had a few years. Hell "The Return" could be the next big event within the Ultimate Marvel U

Here's hoping, anyway enjoy the chapter guys!

* * *

The Scarlet Spider

Chapter 15: Spider-Carnage

The Triskelion was in chaos, true the threat had been eliminated, but the main facility was in ruins. Right now the super soldier forces and Giant Men were trying to contain the prisoners on the loose. Carol Danvers now stood as the officer in charge while Fury and Stark were in custody. Only the medical bay and war room had been left standing from the assault. The doctors were working hard in order to treat the wounded. Assisting them was Beast and Hank Pym. Warren Worthington sat by his girlfriend's bedside, gripping her hand, as she lay unconscious on her bed. Pyro was moved into surgery while Nerd Hulk was helping Colossus bend his broken arms back into place. Outside all hell had broken loose by the prisoner ward. Super powered criminals were hitting the containment troops with everything they had. Omega Red ripped a spider slayer robot apart and threw two super soldiers aside. Scott Lang slammed his fist into the ground, knocking several prisoners back. He stepped away as fiery super human approached.

"We need immediate reinforcements down here, those super humans are really staring to throw off the big guns," An agent said over the radio.

"Well what do you know, I've got big guns too!"

The agent turned around, widening his eyes at what he saw. Standing in front of him was a man in giant black armour. Compartments on the armour popped open, revealing a series of guns and launchers. War Machine opened the palms of his hands and cut loose with his weaponry. He gritted his teeth together as his bullets impacted with a field of some kind. A man in a blue and silver costume floated towards Rhodey, his black hair waving around as he activated his powers. The force of his blast knocked War Machine back, but Rhodes quickly recovered and hit the man with a Repulsor blast.

"I've just taken down Graviton, how's the situation in the west wing?" Rhodes asked, speaking into his communicator.

"I've just caught sight of Cobra, lining up the shot now," Hawkeye said as he knocked back an arrow.

From the comfort of his helicopter, Clint launched two arrows, hitting a snake like prisoner in the kneecaps. Scott Lang gathered several prisoners into his hands and threw them all against the wall.

"This is ridiculous, where are all the Ultimates?" Scott asked.

"Dealing with Fury, lets just hope he gets something better than a raise," An agent said as he threw his shield.

Much like Captain America, the agent had thrown the shield with pinpoint accuracy, hitting Vulture, Whip Lash and Deadpool before grabbing the shield as it returned. His mask had a skull pattern on it and a T was stamped onto his buckle.

"Taskmaster here, the West Ward is clear," He said before elbowing a prisoner in the face.

Colonel Danvers sighed, looking at the red-lit areas on the Triskelion map. The red areas showed battles going on between agents and prisoners attempting to escape. She then bought up images of the city, showing the work that was still being done there. With the prison areas offline, Hank Pym devised a new way to contain the prisoners. Using his shrinking devices he would have the agents shrink prisoners and put them into the containment units he had designed. But for the latest prisoners, Danvers had Stark bring in special cuffs. Gregory Stark was now in handcuffs with Agent Monica Chang keeping a gun pressed against his back. An unmasked Cap kept a close eye on Fury, who as a show of good faith said he would cooperate.

"I always knew you were dirty Fury," Danvers glared at the General.

"I was doing what I had to do to keep the country safe, you know we don't have the luxury of playing by the rules," Fury explained.

"And Peter Parker paid for that didn't he?" Steve asked.

Fury lowered his head at the mention of Spider-man's name. He then looked to the clone; strapped to a containment device Tony had built. Also standing in the room was Professor Charles Xavier, Jean Grey and Kitty Pryde. Kitty kept her eyes on the clone, her expression caught between a glare and confusion. The clone groaned as he began to open his eyes. Michael felt the air on his face and sighed, it seemed like the jig was up.

"Where am I? Why isn't that bastard in chains too?" He asked.

"I'm not the murderer here kid," Fury said.

"That's exactly what you are, you didn't pull the trigger but you put him in that place, and then when he dies you cover it up like a child whose wet the bed. If you really were an innocent man you would have faced the investigation instead of hiding behind your justifications."

"As much as I'd love to see General Fury torn apart I'm afraid he isn't the issue here," Danvers said.

"We've currently contained thirty percent of the prison population," Captain Marvel reported.

"Thor and Perun are teleporting most of our depowered prisoners onto containment facilities in the European Union, Captain Britain and his team are locking some of them up as we speak. I've also got my Rocketmen pilots patrolling the city docks in case any prisoners get transport off the Triskelion," Tony explained, his helmet resting on the table while he sipped from his scotch glass.

"What about him? What are we going to do about this guy?" Jean asked as she looked at Michael.

She closed her eyes, looking into the clone's mind. Michael felt her picking at his and Peter's memories, including the day they fought.

"So you're a clone of both Michael Van Patrick and Peter Parker? You're a mockery of two people it seems," Kitty said.

"Kitty leave him alone, I can sense immense guilt from him, isn't that right Michael?" Xavier asked the boy.

"Yes I feel guilty, but I'm not completely guilty. Nels Van Adder was using me to attract S.H.I.E.L.D's attention and what better way to get their attention than killing Fury's favourite recruit. Damn…that wasn't the right words, I just need to get out of here and find that bastard," Michael growled.

"Which is all well and good, if we had anyway of tracking them," Fury said.

Jean was about to open her mouth when an agent suddenly ran into the room. His face was sweating as he saluted Carol.

"Ma'am we've received reports from our agents in the city, there's a situation in Queens!"

* * *

Kitty and Michael widened their eyes. They were both concerned but Michael knew exactly what was happening. His picturing of the scene was perfect as Harry Osborn was thrown against a tree. The red creature that had come out of Peter's grave lurked towards Mary Jane and May. Jessica jumped in front of the creature, putting on her mask and dropping into a defensive stance. But she hesitated; she couldn't bring herself to attack the creature. Because this creature was the resurrected Peter Parker. May Parker could see it in the creature's eyes. He was Peter, the boy she called son.

"Peter, stop this its us," Mary Jane said as she got off the floor.

The creature stopped in its tracks, stopping its snarl. For a moment the three women thought they saw a face behind the teeth before the other clone stepped in.

"Enough of this, your not Peter Parker, you are the beginning of the end for this pathetic city. Your mission has been programmed into you, now carry it out, attract the Ultimates attention," Kaine explained.

The creature gritted its teeth together before letting out a sharp screech. Suddenly its hand shifted into an axe blade. Kaine widened his eyes as the creature swung around, slashing him across the chest. Spider-Carnage then let out a cackle before launching itself out of the cemetery.

"I'll go after him, Mary Jane call an ambulance for Aunt May," Jessica said.

Mary Jane nodded her head, pulling out her phone. She couldn't stop herself from crying as she called an ambulance. Spider-woman swung after the creature, swinging as fast as she could. Spider-Carnage created tendrils from his suit, using them as webbing to swing across the city. When he finally picked a spot to land on, the force of his landing left a crater in the ground. People who had been walking by screamed at his sudden appearance, running as fast as they could away. The screams echoing around him seemed to put the creature in pain. He gripped his head, groaning before he hacked off a piece of the nearest wall.

* * *

"Great, another creature invading the city, it never ends," Carol Danvers sighed.

"They're connected," Michael said.

"Shut up, you're the last person who should be trusted," Kitty said.

"I give Jean and the Professor full permission to read my mind, see that I'm not lying. Think about it, that suit my…Peter's father designed could cure cancer, what could it do for the dead?" Michael put the question forward.

"It does nothing, this isn't a comic book kid dead is dead," Gregory said.

Monica promptly smacked the billionaire across the head.

"I cant explain it myself but on my gut I know I'm right," Michael said.

"You really want to bet on that?" Kitty asked.

Much to the shock of everyone present, Kitty suddenly phased her hand through Michael's chest. He could feel the girl's fingers touching his heart. But he didn't succumb to fear; he instead leant forward and looked her in the eyes.

"If you think killing me will be justice then do it, if you think it'll ease your pain do it, if you think Peter would be proud then…you get the point. But know there isn't a moment that's gone by where I don't wish I could do something to take it back. Peter's out there under the control of that suit, and I know exactly what I have to do to save him," Michael explained.

Kitty grit her teeth together as she slowly pulled her arm out of Michael's chest. Jean put a hand on the girl's shoulder, leading her away to console her. Tony looked at the clone for a moment before smiling. He clicked several buttons on his gauntlet, unlocking the containment device.

"Stark what are you doing?" Danvers asked.

"The Ultimates aren't your soldiers Colonel, and I think Michael here is right, he can make the difference," Tony said.

"Then he'll need this," Cap said.

Captain America reached into his pocket, removing Michael's mask. The soldier gave the clone his mask with no words of encouragement or support. He was simply the first wave they would send against this Spider-Carnage. Steve put a finger to his ear, contacting the other Ultimates for the event that Michael would fail. Putting on his mask, the Scarlet Spider looked towards the door. He stopped and then looked back at Kitty.

"Go and save him you big idiot, I approve," Kitty said.

"No its not that…I need a ride there" Michael sheepishly chuckled

* * *

Meanwhile outside the Fantastic Four were facing off against four escaped prisoners. Reed stretched around several pipes, dodging blasts fired from a guy in a purple costume. A red haired woman also traded blows with the Thing. She wore a purple mask and a shirt with the middle of her chest exposed. Invisible Woman was shielded herself from the fires of a giant dragon creature. Overall three quarters of the team was struggling. Johnny however was having a very good time:

"I've got to ask, **Paste Pot Pete! **What were you thinking?" He asked his opponent.

The Paste pot in question was a super villain armed with a special type of gun. His costume consisted of a purple baggy suit with yellow chest armour. The gun he made was designed to shoot a special type of paste. Johnny easily dodged the paste projectiles, even intercepting some with flame blasts. He then melted the barrel of Paste Pot Pete's gun, before punching the man out. Ben punched his opponent across the face, knocking her straight into the Dragon man. Reed screamed as his super villain hit him with an energy ray.

"REED!" Sue yelled, rushing to her boyfriend with concern.

"Your boyfriend fancies himself a genius Miss Storm, but he didn't come up with laser blasters and anti gravity discs did he?" The super villain asked as he laughed.

The technological wizard began charging his gauntlets, relishing the chance to kill the four. Suddenly three pronged blades burst through the Wizard's chest. He fell to the floor, coughing blood out.

"We're going to need a medic down here, Reed got hurt," Sue said into her radio.

"Don't worry about me Sue, help the Wizard, I want to hear about these anti gravity discs he's made," Reed explained.

"Your welcome!"

The Four heroes turned to the one who "saved" them. Ben huffed at the site of Wolverine, pieces of shrapnel still on his bare chest.

"Now either point me to a medic or a bar," Logan gruffly said.

"Wolverine, we've got a situation with that Spider-man clone" Angel said, flying over Logan.

"What's going on Worthington?" Logan asked.

"Fury turned out to be dirty, I'm not sure of the details but Cap looks like he's ready to break Fury's neck. Jean told me Kitty almost ripped the clones heart out, it turns he's not just some modified clone of Spider-man, he's got the DNA and appearance of some guy Fury screwed over."

"He did smell different, as if he was two people rolled up into one," Logan said.

"That's not all, Gregory Stark grew another clone that's getting treatment at one of the tents, his face is all banged up but…he looks Korean!"

Logan widened his eyes for a moment, an action the other heroes shared. Collectively they said the first thing that was on their minds:

"What the Fuck!"

"Yeah that was pretty much my reaction too," Warren chuckled.

"I definitely need a beer," Logan growled.

"But that's not all Logan, something's happening in the city and the Professor's giving the clone a ride to stop it!"

As Logan was told of the current situation, the Black Bird flew away from the Triskelion. Inside, Charles sat in the pilot seat with Michael beside him. Reaching out with his telepathy, Charles saw what was awaiting them. He saw Spider-Carnage crawling up the side of a building. Bullets bounced off of his hardened skin. Then the creature let out a roar as tentacles shot out of his back. Charles rubbed his head, bringing the jet closer to the building. Kitty rushed out of the cargo room, looking out of the window. She widened her eyes as she watched the Spider-Carnage creature. He roared, throwing aside the police officers that had shot at him. Spider-woman jumped up to the building, tying webs around his shoulders. Blades popped out of the creature's shoulders, spinning like Buzz saws to cut apart the webs. Then the creature stretched its claws, swinging them at Spider-woman. She flipped back, the claws taking a chunk off the ground. Spider-Carnage used the tentacles on his back as weapons, thrashing them at the clone. Jessica ducked and rolled around, dodging the tentacles as they crashed against the ground.

"Kitty wait," Charles said as Kitty phased out of the jet.

She landed behind the Spider-Carnage, rushing forward towards him. He turned his head, grinning as the girl reached for him. Michael immediately opened the Black Bird's hatch, jumping out of the jet. He fired a web line at Kitty, hoping it would reach her in time. Kitty was good, but her reflexes were nowhere near his and Peter's level. The symbiote launched a spiked tentacle faster than Kitty could see. But Michael's web line hit her first. He immediately pulled her away from Spider-Carnage, his tentacle inches from her face. This all happened in the space of a few seconds. Michael finally landed, looking to Spider-Carnage, challenging him like before. Spider-Carnage eagerly ran at Scarlet Spider, grabbing him and jumping off the rooftop. They both practically flew off the building, crashing straight through the window of the abandoned office block. Spider-Carnage dragged Michael across the floor, bashing aside tables and chairs. Scarlet Spider grabbed Carnage's leg, tripping him to the floor. Then he slammed his fist into the creature's head, swinging his neck back. Spider-Carnage quickly slammed its head into the Scarlet Spider, throwing Michael back. Feeling Spider-Carnage reaching for his neck, Michael quickly swung his legs up. Spider-Carnage barely dodged the kick, swinging his claws around. Scarlet Spider quickly rolled backwards, Carnage's claws dragging across the ground. Both Spider-man's senses blared like alarms as they attacked one another again.

"Oh my god, they're going to kill each other," Kitty gasped.

"Not if I can help it," Spider-woman said.

Jessica fired a web from her finger, taking a hold of Kitty and swinging towards the office block. Kitty fazed them both through the window, into the block of offices below Peter and Michael. Scarlet Spider ducked as Spider-Carnage swung his claws around. Michael then flipped back as the creature turned his arms into axes. The symbiote slashed at Michael, narrowly missing his neck. Both Spider-men jumped across the room, rebounding off the walls as they chased each other. Michael grabbed Peter's arms and the two of them rolled across the ceiling. Peter threw Michael against the wall, only for Michael to yank him back down to the ground.

Kitty and Jessica phased through the floor, watching as Carnage threw the Scarlet Spider into the wall. Michael shook his head, his vision shaking as he regained his bearings. He widened his eyes as Spider-Carnage ran towards him. The creature grabbed Michael's head, smashing through the window. They fell away from the building, careening towards the streets below. Michael shot a web, creating a net between two street lamps. Red wires shot out of Spider-Carnage's back, grinding against the surface of the building. He swung at Michael, punching him across the face. The force of the punch knocked the Scarlet Spider out of line with his net. Michael quickly fired another web, yelling as he felt his arm dislocate. He let go of the line, slamming into the pavement.

"I'm not taking the stairs," Jessica said as she grabbed Kitty's hand again.

"Hey wait don't…AAAAGH!" Kitty screamed as Jessica jumped with her.

The two girls dived out of the building, with Spider-woman firing a web line to slow their fall. Suddenly, Spider-Carnage slammed into the two girls, knocking them off the webbing. Kitty fell to the floor, cringing as the felt an immense pain on her thighs. Jessica quickly slammed her hand against the wall, sliding down the surface of the building.

"Damn, should have phased through the ground," Kitty said.

She widened her eyes as she felt Spider-Carnage land behind her. Looking towards the creature, Kitty shivered in fear as he walked towards her. He dragged his claws across the ground, cackling madly.

"PETER!" Michael yelled.

He forced his arm back into place and stumbled forward. Spider-Carnage looked towards him, grinning with satisfaction as Michael cringed. His mask's left eye lens had been shattered, revealing a black eye.

"You don't want to do this Peter, remember everything that happened before I killed you Pete, you were a hero and a hero doesn't do this," Michael said.

The creature merely hissed as he began walking towards Michael.

"Remember who you are, Peter Parker the real Spider-man, a hero."

Spider-Carnage let out a yell before he ran towards the Scarlet Spider. Suddenly, a repulsor blast flew into the creature's chest, knocking him to the ground. Michael, Jessica and Kitty widened their eyes as Iron Man hovered towards the ground. Air rushed over the heroes as a helicopter flew over them. Hawkeye and Captain America ran down the zip line while Wasp flew to the street level and Giant Man walked around the buildings. Spider-Carnage got off the floor, tentacles shooting out of his back as he glared at the Ultimates.

"Sorry kids but you reached the time limit, we've got to take this thing out fast," Iron Man said.

"No, Peter's still in there," Kitty said.

Captain America grabbed his shield and threw it like a discus towards Spider-Carnage. Spider-Carnage suddenly jumped, dodging the shield. His tentacles wrapped around the shield and soon as he landed, the extra limbs threw the shield straight back at Cap. The shield slammed into his shoulder, dislocating the joint. Wasp flew at the creature, firing her stingers. He took the blasts before slapping Wasp aside with his tentacles. Then Spider-Carnage dodged several bullets fired by Hawkeye. Clint aimed his pistols before firing several more bullets. Spider-Carnage moved his head, dodging the projectiles before firing a blob of webbing from his wrist. The webbing clogged up Clint's guns.

"All right guys, leave this to me," Giant Man said.

"Wait don't underestimate him."

But Michael's warnings fell on deaf ears as Giant Man swung his fist towards the creature. Spider-Carnage immediately dodged the crushing punch. He then fired webbing, hitting Hank in the eyes.

"AH SHIT!" Pym yelled as he clawed at the webbing.

Spider-Carnage cackled as he put webs between Pym's feet. His tentacles then picked up the nearest car and threw it straight into Hank's chest. The force of the hit sent Pym stumbling backwards, shaking the whole block as he landed on the ground.

"All right that was pretty good, but a bunch of webs can't stop my armour," Tony said.

Iron Man fired his repulsor rays, but much to his shock Spider-Carnage was already darting towards him. Tony fired multiple blasts, but peter dodged each one. He jumped and ducked over and underneath blasts. The creature cockily cackled as he stood on the spot, urging Tony to hit him. Opening a panel on his shoulder, Tony fired a missile, sending it flying towards Spider-Carnage. But the creature fired a web, grabbing the missile. With precise timing, speed and accuracy, Spider-Carnage swung around and hammer threw the missile back into Iron Man. Spider-Carnage laughed as Tony slammed through the wall.

Carol Danvers cursed, seeing the battle through the camera in Tony's helmet. Everyone but Fury was shocked by what had happened. He knew Peter Parker's potential, a potential that was amplified by the symbiote. If he was this good as a teenager, Fury could only begin to imagine what Peter would be like as an adult. Fury squeezed his hand into a fist, thinking of the clones and Peter. If they didn't reach Peter somehow then Danvers would order Thor to kill him again. He prayed that that wouldn't happen.

Spider-Carnage skulked towards Michael and Jessica. Both clones broke off into runs as Spider-Carnage roared. He swung his tentacles around, aiming them both at his clones. Jessica and Michael jumped over the tentacles and landed smoothly on their feet. Michael pulled his arm back as he approached Peter. Jessica fired a web from her finger, sticking it to Peter's arm. She pulled his flesh shield back, giving Michael the opening he needed. He swung his fist forward, only for Peter to tilt his head to the left. Michael's punch missed, his fist going straight past Spider-Carnage's shoulder. Spider-Carnage then snapped his jaw at Michael, who swung his head back. He then slammed his head into Peter's, sending him stumbling back. Spider-Carnage wrapped a tentacle around Michael's neck, lifting him off the floor. He then threw Michael into the air, sending him flying.

Michael felt his brain shake as he slammed head first into a steel girder. His whole world shook and even his hearing faded. He felt himself hit the floor, his vision blurring as he looked around. Spider-Carnage had thrown him onto a construction ground of some kind. Regaining his bearings, the Scarlet Spider saw that he was now in the construction ground for a church. He widened his eyes as he saw Jessica flying through the air. She crashed through the Church's tower, the bell chiming from her impact.

"Its no good, Thor move in and eliminate target Spider-Carnage!" Carol ordered.

Thor raised his hammer and grit his teeth together. Electricity surged around his weapon, but he couldn't bring himself to unleash its power. Spider-Carnage crawled towards the church, knocking over cars and other objects with its lashing tentacles. The god of thunder could easily end this fight, but the world had already suffered the loss of Peter Parker once. Fury hid a smile as Thor's line went dead. The hippy had removed his earpiece.

"Richards, send your team in and kill the creature!"

"But Colonel, Peter Parker is still in there," Richards said.

The members of the Fantastic Four looked over the church area. They were all hesitant, but Johnny in particular was especially conflicted. Wolverine was also in the Fantasticar, looking over the fight. He was the man who would do the things no other hero would, but even he couldn't bring himself to follow the kill order.

"This cant be happening," Johnny whispered.

He let out a yell as his body set ablaze. The Human Torch flew down onto the sand, blocking Peter's path. Spider-Carnage stopped, backing away slightly from the intense heat Johnny generated. Michael noticed the creature's discomfort, but Johnny remained focus on the creature's face.

"Peter its me Johnny, we're friends man don't do this, this isn't you Peter," Johnny said as Peter backed further away.

'Fire, the suit can't sustain its form in high temperatures, that's why it was kept in a coolant unit,' Michael thought.

Spider-Carnage wrapped its tentacle around a bench. Tearing the object off the ground, Spider-Carnage hit Johnny across the head with the bench. Sue immediately jumped off of the ship as her brother fell unconscious. She trapped Spider-Carnage in a bubble, hoping to at least trap him. Spider-Carnage grinned as his fists expanded. He pulled his arms back and slammed there against the invisible barrier. Reed widened his eyes as Sue yelled in pain. Blood dripped out of her ears as she fell to the floor. Her barrier disappeared and the creature began walking forward again.

"Sue," Reed said as he knelt by his girlfriend's side.

"My god, Peter holds back some real strength!" Sue gasped.

Carol Danvers slammed her hand against her chair. She picked up a phone, dialling a number. Fury and Xavier looked at her suspiciously as she spoke. The general nodded to Xavier, whom shook his head, indicating that he couldn't read Danvers's mind. Fury utilised this distraction to speak with his ex, Monica Chang.

"I've got nothing to say to you Nick," Monica said.

"This isn't the time for grudges darling, I crossed lines I know and I have to live with that knowledge. But right now we've got a chance to save lives and I'm not talking about stopping Parker," Fury paused as he looked towards Danvers.

Xavier telepathically relayed what he was hearing to Fury:

"Is the weapon ready? Launch contingency CS, launch it now!" Danvers ordered.

"What's contingency CS?" Fury asked Agent Chang.

Monica crossed her arms, walking around Fury. He grabbed her left arm, swinging her around.

"Whatever it is wont be necessary, they can reach him," Fury said.

"It doesn't matter, its something that'll deal with the creature and the clones!" Monica said.

"What the hell do you think your doing? Why is your boss getting worked up over the kids, Carol Danvers may be a grade A bitch but I've never known her to be faithless. She may not have the belief in Peter that I do, but she wouldn't make a weapon specifically meant for him," Fury explained.

"It's an android specifically programmed to target individuals with Arachnid DNA, like Parker and the clones."

"Monica listen to me, the real threat is Van Adder, and right now your giving him free time to do whatever the hell he wants. Help me find him, help me get off the Triskelion and go with my people to take him out, or at least distract him until the problem here is solved."

Monica looked between Danvers and Fury. She hesitantly nodded her head to Fury as she brushed his hand off her arm.

"Outside, twenty minutes distraction time is all I can give you, get whoever you need, take a transport and get to where you need to go," Monica explained.

Fury nodded his head as he walked out of the room. Monica looked to Danvers as she continued to speak with the CS control team. She thought over Fury's words as she made her way to the medical bay.

* * *

Mary Jane Watson ran as fast as she could out of Queens. She made her way through the city, following the signs of battle left by Spider-Carnage. The young girl ran past Stark has he crawled out of the hole he'd been thrown into. Thor watched the girl run down the streets. He could see in her eyes the same dedication to her love her had. Mary Jane shook the sweat and fatigue off as she broke off into a sprint. She came to a halt as she saw the creature fighting the Thing and Wolverine. He viciously pinned Wolverine to the floor with blades he made from his own flesh. Spider-Carnage then leaned back as Ben threw his fist forward. He wrapped his tentacles around Ben's wrist and threw through the church.

'Come on Michael, you've got Peter's mind as well, think of something,' Michael grit his teeth together as Spider-Carnage approached him.

He spotted Mary Jane running towards the scene.

'Damn it, no stay away MJ,' He thought.

"PETER!" Kitty yelled.

The X-woman ran past MJ, heading straight towards Peter.

'That's it, Kitty can phase through the suit and pull Peter out of it,' Michael thought.

Kitty was inches from reaching Peter. Suddenly, a tentacle shot out of his back, slapping Kitty across the face. The creature grinned as she fell to the floor unconscious. Michael sighed in defeat as Spider-Carnage wrapped his tentacles around his neck.

"STOP IT PETER!" Mary Jane screamed.

Spider-Carnage widened his eyes, dropping Michael. He turned to Mary Jane, who was kneeling on the floor. She panted in exhaustion, looking to Peter with tears in her eyes.

"Peter, please wake up, we can't lose you a second time!" She said.

The creature closed its mouth, its face resembling Peter's mask. Mary Jane looked at him with anticipation and hope. But the grin spread across his face again as he laughed. The Scarlet Spider suddenly grabbed Spider-Carnage's arm.

"Your not the only one whose been holding back!" He growled.

With all his strength, Michael threw Spider-Carnage through the Church door, sending him flying down the alter. He slammed through a wall, landing at the bottom of the bell tower. Scarlet Spider was about to run after him, when Spider-Carnage's hand suddenly stretched out of the church. He grabbed Michael by his neck and pulled him into the church. Then he slammed Michael's face into the wall, cracking the lenses on his mask. Mary Jane gathered her strength and ran into the church. She watched as Spider-Carnage threw the clone up the bell tower. A cackled escaped the creature's mouth before he jumped up after Michael.

'Damn it, there's nothing left, no heat, nothing to even contain him. I'm sorry Peter, but I can't think of anything else to get that suit off,' Michael thought as he crawled across the floor.

They were at the top of the tower, right next to the bell. Spider-Carnage changed his clawed hand into an axe as he approached Michael. The Scarlet Spider rolled onto his back, looking up at the creature. Mary Jane looked up the tower and sighed in defeat. Jessica was lying on the floor beside her, her mask half torn from the fight. She had bruises on her face and the right shoulder of her costume was torn. Pulling on the bells rope, Jessica tried to pull herself up. As she pulled, at the top floor of the tower the bell suddenly rung.

"RAAAAAARGH!" Spider-Carnage screamed.

Michael widened his eyes as Spider-Carnage backed away. His high pitched screamed echoed in his ears, along with the sound of the bell.

'The bell!' Michael thought. 'That's it, that's the suit's next weakness, sound!'

Getting up off the floor, Michael looked down the tower. He saw Jessica fall to the floor, too tired to fight. But then Michael's eyes crossed over to Mary Jane as the bell stopped ringing. He looked to Spider-Carnage as he recovered from the agonising experience.

"MARY JANE!" Michael yelled. "THE BELL! RING THE BELL AND DON'T STOP RINGING IT!"

Mary Jane widened her eyes; she had heard the creature's scream. Grabbing the rope, Mary Jane tugged on the line again and again. The top of the tower shook as the bell boomed loader than it did before. Michael ran behind Spider-Carnage, grabbing his arms in a full nelson. Spider-Carnage screamed as the suit bubbled. The monstrous scream was replaced by Peter's yell as the suit separated from his face. He shared the suit's pain as it slowly began to slip off. But the suit began to cover his body again as it fought back for control A red spike burst through Michael's shoulder, pushing him into the wall. Peter fell to his knees, gritting his teeth together as the suit's tentacles flailed around him.

"PETER YOU'VE GOT TO GET IT OFF!" Mary Jane yelled.

Squeezing his hands into fists, Peter grabbed the front of his shirt. He tore the suit in half, ripping it away from his body. The suit formed a face than drifted over Peter, screaming as he tore at the symbiote. Peter yelled as he drew blood from his shoulders, the suit had formed roots that wrapped around his bones. With a final tug, he tore the suit off his body and threw it to the ground. As Peter fell unconscious, Michael ripped the red blade out of his shoulder, grabbing the symbiote. The living creature grew a set of eyes and a jaw, snapping at Michael as he picked it up off the floor.

"THIS ENDS NOW!" Michael roared.

He threw the symbiote out of the tower, sending it bouncing onto the ground below. The blood red monster giggled as it began crawling towards a sewage drain.

"Home free," It said.

"I don't think so!"

The symbiote looked up and screamed as Johnny stepped on it. His body was covered in flames, anger burning it his eyes as he looked at the hateful creature. He increased the heat, burning the ground and the symbiote beneath him. The symbiote's scream gradually died out as Johnny burnt it to ashes. Michael panted, his blood dripping onto the wood floor. The door flew open as Mary Jane ran into the room. She rushed over to Peter, rolling him onto his back. Tears ran down her eyes as she looked at her boyfriend. She gripped his cheeks, tears of joy falling onto his face.

"MJ," Peter said weakly.

"Peter, thank god," Mary Jane's lips trembled as she hugged Peter.

Peter weakly put his arm around Mary Jane, the two of them cradling one another. A sudden boom caught their attention as they looked out of the tower.

"What the hell is that?" Peter asked.

"The next problem," Michael sighed as he got up off the floor.

Johnny and Reed looked at the new arrival with a mix of shock and suspicion. He, or it was dressed in silver armour with clawed fingertips. A red spider symbol was pulsing on his chest, along with red eyes that closely resembled the eyes of spider's mask. The Cyber Spider looked up at the Scarlet Spider, the energy around its eyes surging as the clone prepared to fight.

Next Chapter 16: Really hate clones

* * *

We're approaching the end of this fic now and the scales get heavier next chapter as the heroes face off against the Cyber Spider. Plus some startling facts are revealed and Fury goes on a mission of redemption as he locates Van Adders base of operations.

Plus I've got an idea for my next Ultimate Marvel project, a rewrite of events past Ultimates 2 and the March to Ultimatum. Introducing Ultimate versions of my OC characters Sven Reilly/Aeon and Cade Hunter/Deathblade, the two rivals will be involved in events leading up to Ultimatum and beyond. Whilst keeping the characters personalities and origins the same as they've always been, I'll also Ultimise them, developing my characters in ways I havent in all my other incarnations.

Anyway tell me what you thought of my chapter please.


	17. Chapter 16: Really hate Clones

Disclaimer: I unfortunately dont own Ultimate Marvel

* * *

The Scarlet Spider

Chapter 16: Really hate clones

Nick Fury regretted a lot of things in his life. The actions he took in order to become Director of S.H.I.E.L.D. weren't necessarily legal. But he never enjoyed the Black Ops part of his job. He smiled, grinned and acted cocky as always, but inside he regretted every choice he made. As a super soldier, Fury knew that he would carry the weight of those choices for a long time. Technically he was eighty, but he still looked as if he was in his late thirties. His lifespan was nowhere near Logan's level, but he'd live just as long. Loading his rifle, Fury looked to the people he would be taking with him. James Rhodes was always eager to carry out Black Ops work, because he wouldn't be held back by regulations. The operative known as Taskmaster was a gun for hire and he expected a large paycheck. John Walkers actions were a lot more simple, he wanted to help. The three men climbed into the helicopter, to find a dark haired man in his fifties waiting.

"Men, meet our Wrecking ball, Emil Blonsky!" Fury said.

"Sounds Russian," John narrowed his eyes at the older man.

"Russian Born, London raised my friend," Blonsky smirked.

"I'll fly on ahead, your guys keep up," War Machine said as he took flight.

Fury took a seat, signalling the pilot to take off. Monica watched the helicopter take off before walking towards the medical bay. The wounded were being treated well and the doctors were busy. Monica patted one of the doctors on the shoulder, drawing him away from dressing Angel's wounds.

"Colonel Danvers was cut during the fight right?" She asked.

"Yes, she was rather adamant that we disposed of her bandages effectively…bitch was trying to tell me how to do my job," The doctor huffed.

"Where did you put the bandage?"

The Doctor pointed to the yellow disposal bin. Ignoring the looks of her colleagues, Monica took the bin and walked to the machine they used for testing blood. She had a hunch that she couldn't ignore.

* * *

Michael Van Patrick, or rather Michael Van Patrick's clone had nothing but regrets. Everything he had done, saving Peter and other lives wasn't enough to wipe away his sins. He was a tool of Nels Van Adders revenge and a reminder of the wrongs S.H.I.E.L.D. had committed. In the face of another threat, the Scarlet Spider wiped those regrets away. He looked at the Cyber Spider and then at Peter. If that machine was programmed to destroy spider people, then the logically choice was to draw it away. The glow in the Cyber Spider's eyes intensified as it looked at the bell tower. Michael fired two webs at the walls either side of him. Pulling on the ropes, the Scarlet Spider launched himself out of the bell tower. He then fired another web, pulling it as the Cyber Spider fired a beam from its eyes. Michael barely dodged the blast, landing on his feet as he looked at the Cyber Spider. The android began walking towards him, its eyes sparking.

"I don't think so buddy," Johnny said.

The Human Torch fired a blast from his hand, hitting the robot with an inferno. But much to Johnny's shock, the machine marched out of the flames, its armour glowing orange. The Cyber Spider swung around, blocking a punch from the Thing. Pulling its fist back, the Cyber Spider punched Ben across the face, knocking him to the floor. Jessica groaned as she got up off the floor. She limped out of the church, looking at the fight taking place outside. Her vision was blurred, but she could just make out the Cyber Spider as it fought the Fantastic Four.

"Its just one thing after another," Jess groaned.

Michael broke off into a run, jumping over the Cyber Spider. He dodged a blast from the machine's eyes and landed behind it. Swinging his fist at the machine, Michael punched the Cyber Spider across the head. He widened his eyes as the machine turned its head back to him. It fired its eye beams, consuming Michael with its energy. Mary Jane and Jessica widened their eyes, watching the blast consume the Scarlet Spider. When the blast passed, the Cyber Spider tilted its head in confusion. Michael looked at his body, seeing that it was safe. He then looked to the Invisible Woman; Reed supported her as she held a hand to her head.

"We're not going to let anyone die today," Sue said before falling into Reed's arms.

The Cyber Spider swung its fist around, causing Michael to duck. He dodged one punch from the robot and bought his arms up to block another punch. The force of Cyber Spider's backhand sent Michael flying across the grass, his back slamming into a lamppost. He weakly stood up and watched as the Cyber Spider approached him. Jessica fired two webs into the Cyber Spider's shoulders, pulling one the lines as hard as she could. She pulled the Cyber Spider off its feet, just as it fired its eyes beams. The beams flew into the sky as the machine was forced to the floor. Its armour heat up, burning the webs holding it. Jessica stood her ground as the Cyber Spider turned to her. She jumped, dodging one of the Cyber Spider's eye blasts. The Cyber Spider then fired another blast, burning Jessica's shoulder. She fell to the floor, clutching her burnt shoulder.

"JESS GET OUT OF THERE!" Michael yelled.

But much to Michael's confusion the Cyber Spider simply marched towards the female clone. The others didn't notice it, but Michael and Jessica herself wondered why the machine didn't just fire its eye beams. Jessica stood up and watched as the Human Torch flew at the Cyber Spider. The machine's arm shot out, grabbing Johnny's neck.

"JOHNNY!" Jessica screamed.

The Human Torch groaned in pain as the robot gripped his neck tightly. It suddenly let him go and punched Wolverine across the head. The force of the robots punch did nothing to shake Logan's skull, unlike Spider-Carnage's earlier hits. Wolverine swung his claws at the robot, but the machine jumped over the X-man.

"Damn it, he's got agility too," Reed said.

"NO shit genius!" Logan growled.

The Cyber Spider fired its eye beams, burning off Logan's face. He fell to the floor, clutching his sizzling face. The machine then fired a second blast at Jessica. She quickly rolled across the floor, dodging the blast. Then she fired and tugged on a web line, pulling herself away from the robots third blast. Michael began counting down in his head as he ran at the Cyber Spider.

1

He slid under the Cyber Spider's fist, turning around and punching the robot across the head.

2

Michael ducked under the Cyber Spider's clothesline and delivered a swift uppercut to the machine's chin.

3

Jessica latched a web onto the Cyber Spider's arms, pulling them as the Cyber Spider tried to defend itself.

4

Spider-woman's hold on Cyber Spider's arms gave Scarlet Spider the opening he needed.

5

He slammed his fists into the robots head.

6

Michael continued to deliver a beat down on the Cyber Spider, punching the machine until his knuckles hurt.

7

The Cyber Spider increased the heat of its armour, melting Jessica's webs.

8

Michael stepped away from the Cyber Spider, the knuckles of his gloves torn from his punches.

9

The Cyber Spider's eyes glowed and Michael braced himself.

10

The Cyber Spider fired its eye beams, hitting Michael directly in the chest. Again Sue protected him with her barriers. But this time he barrier broke and the beam burnt off half of Scarlet Spider's shirt. Regaining his composure, Michael immediately jumped and dodged the Cyber Spider's second blast. Richards stretched and expanded his hand, grabbing Michael as the Cyber Spider fired the third blast. Reed yelled as the blast burnt his glove and hand. As he fell unconscious from the pain, his hand went limp and Michael rolled across the floor. The top corner of his mask was torn, revealing his hair and right eye.

"EVERYONE ATTACK IT NOW! IT CAN ONLY FIRE ITS BEAMS AFTER TEN SECONDS!" Michael yelled.

Wolverine got up off the floor, his face still half burnt. Ben ran at the robot as Johnny flamed on. The Human Torch yelled, firing a flame blast that consumed the robot. When the flames past, the Thing slammed his fist into the robot. The force of the Thing's punch shook the robot's head, sending a crack running across the middle. Wolverine lunged forward, slashing the Cyber Spider across the chest. He swung his claws upwards, slicing off the robot's left hand. Then he slashed the Cyber Spider's chest again, tearing open its armour. The Cyber Spider punched Wolverine across the head, and then flipped backwards. Its eyes glowed red again as it targeted the super humans. Mary Jane walked down the bell tower's spiral staircase. She had Peter's left arm over her shoulder as she carried him down the stairs. The building shook as Cyber Spider fired his eye beams again.

"Mary…Mary-Jane, I need to help," Peter said.

"No, your hurt!"

Cyber Spider fired his eye beams again, hitting the Thing and knocking him into Wolverine. The two men were sent crashing through the wall of the church. Johnny threw several fireballs at the Cyber Spider. But the projectiles were like pebbles to the machine as it turned to the Fantastic Four member. It fired its eye beams again, the laser brushed against Johnny's shoulder. He fell to the floor; the sheer force of the beam was like a bat against his shoulder.

"Whatever that thing is, he's got it in for Jess and that other clone, they're my clones and in a sense that makes them my responsibility. Please Mary Jane, I need to go and help," Peter explained, gripping Mary Jane's hips.

Michael ran at the Cyber Spider, gripping the edges of its torn chest armour. He pulled against the armour, seeing the blinking core that was the robot's generator. The Cyber Spider gripped his neck, lifting him off the floor. Jessica jumped and slammed her leg into the Cyber Spider's head. The Cyber Spider stumbled across the floor, then swung around and knocked Jessica and Michael back.

"I need to help, I couldn't save Uncle Ben, the least I can do is save others!"

Mary Jane pulled her boyfriend into a kiss. They both stood at the church alter, savouring one another's lips. Mary Jane reached into her pocket, taking the piece of cloth she had always kept on her. She put the mask over Peter's face, kissing his forehead.

"You come back alive okay," Mary Jane said.

Spider-man nodded his head before running as fast as he could out of the church. He watched as Jessica and Michael dodged a blast from the Cyber Spider's eyes. But the second blast knocked them both into a fire Hydrant. As the Cyber Spider targeted them, Peter rushed forward. He jumped and rolled in midair, slamming his legs into the side of the machine. His kick knocked the robot sideways, diverting its gaze to a building beside the church. The Cyber Spider fired its eye beams, cutting a line into the building. Peter jumped and flipped to his clones, standing in front of them.

"For once I can't think of a kick ass line," Peter half chuckled.

"How about "Spider-man family assemble"?" Michael asked.

"More like Spider-man family kick that tin cans ass," Jessica said.

The three Spiders stood side by side, the trio dropping into their respective fighting stances. They nodded to one another before running forward.

* * *

Monica Chang's only regret was the deep fear that always gripped her. She feared the future and what her child would think of her. Her career forced her to do unsavoury things, things that were necessary to protect her country. But occasionally Monica was glad that she worked for S.H.I.E.L.D. It gave her the opportunity to do some good; though it was rare it was worth it. Monica patiently slid the blood samples she found into the blood-testing machine. She saw Carol Danvers's cut and the doctor himself had said that the colonel was adamant on being treated thoroughly. Tapping her finger against the table, Monica began to think that her paranoia was for nothing.

'The idea was stupid anyway, sending the Cyber Spider to kill the clone made sense,' Monica thought.

She sighed as she slid one more blood capsule into the machine. Monica waited patiently again, promising herself that this would be the last sample she'd check. The machine chimed and Monica widened her eyes in shock.

"_Carol Danvers, 95% match," _The machine read.

Monica's chair fell to the floor as she stood up. She had confirmed her suspicions regarding Danvers's behaviour, as well as her lack of surprise when Fury's dirty work had been revealed. Grabbing the nearest doctor, Monica showed him the results of Carol's blood test. The doctor nodded his head, understanding the implications of the results. A blood test was either a hundred percent match or not. Monica ran to the nearest intercom device, pressing the button firmly.

"All agents find Carol Danvers, we have reason to believe she is a clone, do not engage her alone, I repeat do not engage her alone," Monica explained.

Agents inside the command centre looked to Danvers in shock. She immediately drew her pistol, shooting each operative in the head. Putting her gun back in its holster, Danvers ran for the nearest door. Sven and an agent in black and silver armour rushed down the corridor.

"You two men, check the west wing, the rest of you get to the hanger area, guard the transports at all costs!" Sven ordered the agents. "Gabriel with me, we'll try to cut her off at the command centre!"

Sven and the agent ran as fast as they could down the corridor, drawing their pistols as they heard gunshots. They slid to a halt as they saw Danvers gunning down several agents. She turned around and fired the assault rifle she'd stolen. Both men dived for cover, bullets flying past their heads. Gabriel poked out of cover, firing a single shot from his pistol. The bullet flew directly into the barrel of Danvers's rifle, just as she pulled the trigger. Both bullets slammed together, jamming the gun. Carol threw the gun aside and ran down the corridor. She quickly ran through a blast door, sliding it shut behind her. Sven cursed, slamming his fist into the metal door.

"Damn it, she's locked it from her side, I'll try to hack it open," Gabriel said, tearing open the control panel.

"All available men move to the Black ops prison wing now!" Sven spoke into his radio.

Monica ran as fast as she could; sweat running down her face as she pushed her way past agents and guards. She worked on Black ops and had a thorough understanding of the Triskelion. Whatever Carol Danvers's clone had been made for, it was obvious that her final mission was to release Fury's special prisoners.

* * *

Nels Van Adder, the Jackal didn't regret a thing. Everything was going according to the plans he had spent years concocting. Stealing Octavius's clone research, making the perfect fusion of Peter Parker's spider abilities and Michael Van Patrick's genetic template. He patiently waited for his clones to provide the perfect distraction that would draw Fury's eyes away from his research. But the creation of the symbiote bomb was simply one part of the plan. Jackal smirked as he saw two objects approaching on radar.

"They finally found me," he said.

"You seem very calm about it!"

Jackal turned to the console, grinning as he listened to the voice coming out of it.

"The information I gave you was small and insignificant, I was rather surprised that you got such results from it," The voice said.

"Telling me what the suits true origin was is hardly insignificant, but I wonder, I'm about to get what I want, but what are you going to get?" Van Adder asked.

"Don't worry, everything will work out in the end!"

A sudden explosion shook the building and Van Adder smirked. He had set up his base at a mountain range right on America's doorstep. The base was supposed to be east to find, because getting Fury here was exactly what the Jackal wanted. Nels Van Adder didn't regret a thing. But that didn't mean he was going to go down without a fight.

"GO GO GO!" Fury yelled as he zip lined out of the chopper.

War Machine landed inches away from the base, scanning the area with his helmet sensors.

"Four heat sources inside the base…no wait there's more," Rhodes said.

"How many combatants Rhodey?" Fury asked.

"Seventeen sir, they're coming right through the door now."

"Raise your weapons people," Fury ordered.

Taskmaster and Walker aimed their weapons at the doorway. The doors flew open as War Machine slid his weapons out of his armour. Fury fired his rifle, sending a bullet flying into the head of the brown haired combatant. He widened his eyes as he looked at the combatants. Their eyes were white and degeneration cracks ran across their bodies, but their resemblance to Peter Parker was uncanny. They were clones of Spider-man. Taskmaster fired several bullets from his rifle as Walker unclipped a grenade.

"FRAG OUT!" John yelled.

"WAIT!"

Fury's warning come too late as Walker threw the grenade. One of the clones fired a web line from its wrist. The web stuck to the grenade and the clone threw it straight back at the unit. Suddenly, Blonsky jumped at the grenade, catching it in midair. Everyone but Fury widened their eyes in shock as the grenade exploded, consuming Blonsky in a cloud of fire. When the flames passed, the squad was shocked for a second time. Blonsky had grown to the size of the Hulk, but unlike the Hulk some parts of his bone had been exposed. A spiked spine ran up his neck while bone spikes had also popped out of his heels and elbows. His hair had fallen out and his skin had changed to a grey colour. Laughing, Blonsky clapped his hands together, releasing a shockwave that knocked several of the clones back.

"What are we waiting for, lets kill them all," Blonsky said eagerly.

Fury lowered his rifle, but the members of his team moved forward. Taskmaster drew a bow and fired arrows into the Spider-man clones. War Machine fired his repulsor rays, disintegrating clones in groups of three. Walker blocked a punch from a clone, and then knocked him to the floor. He pulled a knife from his belt and shoved it into the clone's chest. Jackal zoomed in on Fury's face and smiled.

"I've found your weakness idiot," The Jackal cackled.

"I hate clones," Fury growled.

But he still couldn't bring himself to fire upon the one person he cared about.

* * *

Carol Danvers didn't regret a thing; everything she was doing was a part of her purpose after all. She had memories of the real Carol Danvers's life. But they didn't matter; all that mattered was her programming. She typed in the code for the special prisons that Fury kept his special prisoners in. The clone never hesitated as she approached the unlock terminal.

"DANVERS STOP!"

She turned around, firing her pistol at Agent Chang. Monica hid behind cover, firing back with her own pistol. Ducking behind cover, Monica barely dodged the bullets. She looked to see Danvers typing several codes into the console. Taking aim with her pistol, Monica lined the barrel of her pistol up with the clone's head. But the clone turned around, firing her pistol. The bullet flew into Monica's shoulder, knocking her aim off balance. She pulled the trigger, sending a bullet flying into the clones back. The clone weakly pressed a final button and smiled as the cells doors opened. Agent Chang widened her eyes as the seven prisoners stepped out of their cells.

"I really hate clones!" She sighed.

Monica ran as fast as she could as a fireball was thrown towards her. The shockwave of the explosion knocked her back, sending her sliding across the floor. Electricity and fire flew into the walls and explosions shook the Triskelion. The blast door slid open and Gabriel and Sven ran in with a squad of armoured troopers. Sven knelt by Monica's side, signalling the medics to help her.

"What happened?" Sven asked.

Gabriel walked into the prison, finding the clones burnt husk and a hole in the ceiling.

"Agent Chang what happened?" Sven shook Monica's shoulders.

"FUCK! Don't do that you idiot, I've got a shoulder wound here," Monica growled.

"Who was inside these cells?" Gabriel asked.

"Some of Nick's reserve Thunderbolts, the people he planned to use against the Spider clone if things got out of hand," Monica explained.

"And who are they **exactly**?" Sven asked.

"Sir, we've got a report from the hanger, they're taking a transport out of the base," One of the Troopers said.

"Have Stark or Giant Man bring that ship down," Sven said.

"Sorry sir, but Stark and Pym are in the city!"

"Is there anyone else who can intercept them?"

"No sir!"

Sven growled, slamming his fist into the floor.

"Agent Chang I'm gonna ask this again, who exactly is part of Fury's reserve team?"

"Drop the tough guy act Reilly, you're too nice a guy for it to work. Lets just say they're people with plenty of reasons to want Peter Parker, or his clone at least dead!" Monica explained.

"Fuck," Sven said as he realised exactly who had escaped.

* * *

Peter Parker regretted not being able to save his Uncle. From that moment he swore he wouldn't let anyone else die. That included his clones, his brother and sister. Peter didn't even need to ask the Scarlet Spider for a web shooter. Michael unclipped his left shooter and gave it to Peter.

"Wow, this looks different, wait is there a second launcher on this?" Peter asked.

"Yeah, it fires impact webs," Michael said.

"Impact webs, why didn't I think of that?" Peter and Jessica looked at one another, having both spoken their thoughts.

"Um guys, the matter at hand!"

Spider-man nodded his head as he turned to the Cyber Spider. The android ran forward, attempting the clothesline Peter. Ducking underneath the punch, Peter slammed his elbow into the back of the robot's head. Jessica threw her legs into the Cyber Spider's face while Michael tore at the crack in its armour. The Cyber Spider swung its arm round, bashing Michael aside. Jessica kicked the Cyber Spider in the head again, while Peter punched it in the side. The Cyber Spider grabbed the bangs of Jessica's hair and threw her onto the road. Then the machine turned to Peter, its eyes glowing again. Peter ducked, dodging one energy blast. Then he jumped to dodge the third. Flipping in midair, Peter pulled the trigger on the impact web launcher. He sent the ball shaped projectile flying into the Cyber Spider's head, knocking it off balance. The Cyber Spider again fired a beam, hitting the space inches away from Jessica.

"Are you guys okay?" Mary Jane asked as she knelt at the Reed and Sue's side.

She shook their shoulders, but both Fantastic Four members were knocked out cold. Kitty and Johnny shook their heads as they slowly regained consciousness. Peter ran at the Cyber Spider again, punching it across the face two times. Michael then swung in, kicking the back of the robot's head.

"I…REALLY…HATE…ROBOTS!" Peter yelled as he delivered four punches to the Cyber Spider's chest.

"The power core, tear it out," Michael said.

The Cyber Spider elbowed Michael in the cheek, and then kicked Peter in the chest. Peter screamed in pain as the force of the robot's kick sent him flying back. Michael grabbed the Cyber Spider's neck and curled his arm around its waist. He tried to grab the machine's exposed power core. But the Cyber Spider increased the heat of its armour and on instinct Michael jumped back. Jessica fired a web, grabbing the Cyber Spider's neck. She then tugged on the line and threw the Cyber Spider into the wall beside her.

"Oh shit," Jessica gasped.

Spider-woman jumped as high as she could, dodging the Cyber Spider's eye beam. She ran across the surface of the building, dodging the Cyber Spider's second eye beam. It dragged the beam across the building, practically chasing after Jessica. She jumped off the wall, rolling across the floor to soften her landing. Her eyes widened as she turned to the Cyber Spider. Its eyes flared as it fired its third shot. Mary Jane suddenly dived towards Jessica, tackling her to the floor. The beam harmlessly flew over their heads and slammed into the church.

"That's gonna be one hell of a repair bill," Johnny muttered weakly.

The Cyber Spider prepared to move forward, only for two web blobs to hit its legs. Michael grabbed the Cyber Spider's arm and looked to Peter.

"SPIDER-MAN NOW!" He yelled.

The Cyber Spider increased the temperature of its armour, burning Michael's hand. He quickly grabbed his wrist with his other hand, making sure he continued to grip the Cyber Spider's arm. Peter ran forward and stopped as the Cyber Spider's eyes began to glow.

'Ten seconds between each three shots,' he remembered.

Spider-man fired a web line towards the hole in the Cyber Spider's chest. The Cyber Spider tried to jump up, but Michael's webbing was just as strong as his grip. The Spider-people widened their eyes in anticipation as Peter's web stuck to an object.

"TWO MORE SECONDS!" Jessica yelled.

"Ones all I need," Peter growled.

He tugged as hard as he could on the web line, tearing the blinking red energy core out of the robots body. Michael let go of the machine, looking at his smoking hand. The light left the Cyber Spider's eyes as it fell to the ground. Peter and his clones sighed in relief, causing Mary Jane to laugh.

"What the hell happened?" Ben Grimm asked as he woke up. "And where's the Canadian?"

"Down here," Logan's muffled voice groaned underneath the Thing.

"Reed are you okay?" Sue asked, cupping her boyfriend's cheeks.

"I'm fine, its you I'm worried about," Reed said as he wrapped his arm around Sue's waist.

Mary Jane ran into Peter's arms, kissing him through the mask. Peter slipped his mask off as he and Mary Jane looked to the Scarlet Spider.

"So, what do we call you?" Peter asked.

Michael smiled as he took a few steps towards Peter.

"Just call me…GACK!"

The teenagers watched in shock as metallic arm grabbed Michael's neck. Peter and Jessica both recognised the metal tentacle from their nightmares. The arm threw Michael, sending him flying into a black spike.

"NO!" Peter screamed.

Michael looked at the black blade sticking out of his chest. He looked around, too weak to convey his shock. Standing behind him were seven of Peter's chief villain. Electro was glowing in his blue electric form. Kraven gripped a dagger and pistol, eager to exact some revenge. Sandman towered over the group, laughing at the teenager's shocked expression. Doctor Octopus wore his usual sunglasses with his metal tentacles sticking out of his back. Next to him stood Deadpool, minus his mask but armed with two pistols. It came as no surprise to Michael that Norman Osborn, AKA the Green Goblin also stood as part of the group. The biggest surprise was the one leading them, the one who had stabbed him. Michael's vision blurred as he was thrown to the floor. The last thing he heard was the sadistic cackle of the villain's leader.

"Hello Petey, I'm hurt, aren't you glad to see an old friend?" Venom grinned.

Next Chapter 17: Redemption

* * *

I'm getting closer to the end of this fic, Nels Van Adder has an accomplice, remember that bit of dialogue they had, because it'll be a vital hint in the final chapter


	18. Chapter 17: Redemption

Disclaimer: I dont own Marvel

Here we are, its been a long road but here it is, one of the final chapters to my story, who will be left standing?

Read and enjoy :)

* * *

The Scarlet Spider

Chapter 17: Redemption

Everything had been leading to this moment. Michael knew that this was the way his life had to end. He clutched the wound on his back and did his best to fight the pain of the seven trampling over him. They mistook him for a dead man as they rounded on the heroes. Venom opened his jaw wide as Edward Brock's face revealed itself.

"Hi Pete, glad to see me?" He asked.

"Eddy, you've got to get that thing off," Peter said.

"I don't think so, after all we both understand each other, there was more to the suits than you could possibly imagine. They amplify our physical strengths and wash away our weaknesses. We have truly bonded together, the relationship is Symbiotic, we share life spans and both experience the same sensations. The only difference is unlike you, my ambition matches this black suits!" Eddy explained.

Peter stood stunned for a moment while the others gaped.

"What are you talking about?" Kitty asked.

"Brock is…implying that those suits are living creatures that need hosts to survive," Reed said.

"Exactly, I knew the brain of the bunch would get it, our parents never got famous because of making the suit Pete, this was just their cover story. In actuality they worked for Fury, on a project with Bruce Banner. The "suit" as these ignorant idiots call it was discovered in the centre of a meteor fragment that crash-landed on Earth the very day our parents met. Don't you see Pete, its fate, we're destined to become one with the symbiotes."

Eddy laughed, causing the villains to look at him in confusion.

"Okay I don't know what's going on, but can we start killing the kid now?" Electro asked.

"Yeah, I'm eager to get some payback after what he did to me on Krakoa and in Shattered Dimensions!" Deadpool said.

"What's he talking about?" Johnny asked.

"It's a very long story," Peter sighed.

The Six villains took a few steps forward, only for Venom to turn to face the group. He slammed his jaw shut, burying the Eddy Brock side of his personality inside him. Green Goblin growled at Venom, fire rising from his shoulders.

"I've waited too long for this Brock, LET ME KILL HIM!" Norman yelled.

"Not until I've had my say," Eddie growled.

"Get out of the way Brock, this ends with him dead!"

"Ah yes, your message from god, to kill Spider-man. Well you can have him dead Osborn, right after I've…TAKEN WHAT I NEED!" Venom yelled.

Tentacles suddenly shot out of Venom's back, wrapping around Peter's wrists. The others widened their eyes in shock as Venom pulled Peter into his body.

"PETER!" Mary Jane screamed.

Green Goblin roared as he ran at Venom. Eddie punched Osborn across the face while the other heroes moved forward. Electro and the Human Torch fired blasts at one another, while Kraven and Deadpool fired their blasters at Wolverine. Thing punched Sandman in the chest, only for the giant to punch him into the ground. Kitty phased through Octavius's metal tentacles, while Jessica jumped over the pieces of metal he commanded. Kraven slashed Wolverine across the neck with his knife, and then rolled behind the mutant. He fired a blast into the back of Wolverine's head, knocking him back slightly. Fire and electricity spread across the area as Electro and the Human Torch clashed. Sue created a barrier, protecting herself and Mary Jane. Spider-woman jumped over Octavius's tentacles and swung her fist towards his face. Octavius suddenly created another set of tentacles, using the extra four to hold Spider-woman up by her arms and legs.

"You disappoint me Jessica, I expected better things from you," Otto said.

"I'm gonna kill you," Jessica growled.

"I never wanted this Jessica, I just wanted to carry out my research, you've got no idea what's coming young lady. Peter Parker is just the beginning of a whole new revolution for super heroes," Otto explained.

Electro knocked Johnny back with an electric blast. Johnny quickly threw a fireball towards the charged villain. Electro quickly flew to the side, only to fly into the Thing's arm.

"Hey match stick, how about switching?" Ben asked.

"No problem, yo Sandstorm, guess what happens to sand when fire hits it," Johnny grinned.

"Guess what happens to fire when sand hits it," Sandman laughed.

Sandman threw himself onto Johnny, burying him with his sand form. Johnny's fiery skin went out as the sand buried him. Kitty jumped at Doctor Octupus, only for a blast from Deadpool to knock her down.

"I've been waiting a long time for this, I might not be used again so I need plenty of screen…er page time," Deadpool said.

"SHUT UP!" Wolverine yelled, stabbing his claws through Deadpool's back.

"Oh dude, that is so not cool," Deadpool said.

The insane man twisted his arm round, shooting Wolverine in the eye. Logan stepped back, his left eye socket smoking. He quickly recovered and swung his claws at Kraven. The Hunter rolled underneath Logan, dropping a grenade at the mutants feet. Kraven ran away as the bomb exploded, throwing Logan onto the road. Octavius then raised his hand, controlling the metal in Logan's skeleton. He threw the X-man down the street, sending him crashing through the trucks trailer. Venom and Green Goblin grappled with one another, flames spreading across their bodies.

"I WILL KILL HIM!" Osborn screamed.

"NOT BEFORE I TAKE WHATS MINE!" Venom roared.

Suddenly, a fist burst out of Venom's chest, hitting Osborn in the nose. Peter pulled himself out of Venom's body; head butting the creature and then elbowing Osborn in the face.

"Would you both SHUT UP!" Peter yelled.

Spider-man jumped away from the two powerhouses, rolling across the floor and stopping at Reed's side.

"Where are the Ultimates when you need them?" Peter wondered.

"You beat them up," Reed said.

"Really? I thought I wouldn't do that until I was older," Peter chuckled.

Reed stretched his arms, wrapping them around Venom and Green Goblin. Osborn grinned as he increased the temperature of his body. Fire glowed around his body, burning Reed's arms. Norman then launched a firebomb into Reed's chest, throwing the young man into an elastic heap. Peter aimed the palm of his hand at Osborn, but much to Peter's shock his web shooter was missing.

"No way," Peter said, as he looked at Venom.

Venom fired a web from his wrist, hitting Peter in the chest. He tugged his rival into his hand, holding him by his neck.

"Now I can really do whatever a spider can," Venom cackled.

Spider-man slammed his fist into the side of Venom's head, knocking him back slightly. Sandman threw Johnny onto the grass and shaped his hands into a pair of concrete hammers. He slammed them against Ben, smashing him further and further into the ground. Electro got up off the floor, changing into his electric form as he flew at Invisible Woman. Sue blocked Electro's blasts, crashing to her knees as Kraven and Deadpool both added to the attack. She grit her teeth together, blood falling from her nose as she put all her concentration into her barrier. Doctor Octopus slammed Jessica against the floor and crashed one of her tentacles into the ground. The tentacle drilled underneath Sue's barrier, popping out of the ground behind her. Sue turned around and the tentacle grabbed her head, lifting her off the ground. Doctor Octopus let her dangle helplessly for a few seconds before slamming her head first against the ground.

"I don't care what I takes, I will kill you Parker," Osborn growled.

Peter clawed at Venom's hand as the other villains approached him. He looked to Mary Jane, trying to tell her to run. From the corner of his eye, he saw Michael lying on the floor. His eyes widened as he saw the clone's fingers twitch.

* * *

Van Adder laughed as he watched Fury and his team gun down the clones of Peter Parker. He always knew that Fury was full of it. Perhaps Parker really wasn't the only person Fury cared for. Taskmaster launched several arrows into the clones, while War Machines blew them away with his repulsors. Walker kicked a clone in the chest and fired several bullets into his head.

"BLONSKY! GET THAT DOOR OPEN!" Fury yelled.

"With pleasure," Blonsky said.

Blonsky slammed his fist into the wall, knocking it down.

"Fury told him to open a door," John said.

"We've still got a way in," Taskmaster said.

Blonsky ran through the base, knocking down walls with every ram of his shoulder. He looked around; eagerly awaiting whatever final defence Adder had planned. The Jackal laughed as he exited his lab. He retreated just as Blonsky crashed through the room. Blonsky stopped in his tracks, looking up at the weapon Van Adder had designed. He stepped back in fear while the other teammates entered the room.

"What the hell is that?" Taskmaster asked.

Fury walked past the team, seeing what they were all so astonished by. It was Nels Van Adder's symbiote bomb. The clear round object held hundreds of the creatures.

"Walker, Taskmaster, search this place for Van Adder," Fury ordered.

"I think we already found something interesting sir," John said.

Nick walked past Taskmaster towards where John was standing. He widened his eyes as he looked at what was contained within a glass tube. It was Carol Danvers, floating naked inside the green liquid tube.

"Get her out of there and find Van Adder," Fury growled.

* * *

Monica Chang had never been angrier in her life than she was now. She barged past several agents, making her way towards Xavier's crowd.

"Why didn't you read Danvers's mind? You could have found out that she was a clone," She glared at the mutant.

"She didn't do anything to make us suspicious, I was shocked when she revealed that a machine had been made specifically to kill Spider-man but I assumed that S.H.I.E.L.D. had contingencies for every super human," Xavier explained.

"Well we don't, and right now seven of the most dangerous criminals in the Triskelion are making their way to the Cyber Spider's last position," Monica said.

"So we need to get over there and help," Jean said.

"Except there's still work to be done here."

"So your suggesting we just let Parker die again?" Jean asked.

"No, but right now the priority should be containing the criminals still here, lets not forget that Magneto is in one of these cells," Monica explained.

Charles sighed while several other agents walked into the room. Monica looked at the agents in confusion as they blocked the door.

"What's going on here?" She asked.

"The president has heard of the situation here and has assigned me to take over operations here," One of the agents said.

"And just who the hell are you?"

"Helmut Zemo, I was assigned to watch Parker's friends in Midtown, I must admit I had no idea that his clone was created with part of his DNA. But right now I am the only agent on scene with sufficient rank to take over the Triskelion," Zemo explained.

The blonde haired man walked over to the command map. He highlighted the area that the Cyber Spider was shut down.

"Agent Chang, continue to support forces here, my men will go to Manhattan and rescue Parker with maximum force if necessary," Zemo said.

"You've got no idea what you're dealing with Zemo," Monica growled.

"On the contrary, I've prepared my men with weapons specifically meant to disable the seven criminals. Now you can keep wasting my time Agent Chang or you could get the fuck out of my way while my men save a good kid, is that clear?" Zemo asked.

Monica was taken back by Zemo's sudden fierce tone. Charles read the man's mind, seeing his intentions clearly. This man wanted to save Peter Parker.

* * *

Michael Van Patrick, or at least the clone of Michael Van Patrick wanted redemption more than anything. Even if it meant dying himself, he would make sure that Peter Parker didn't die. Peter Parker was Spider-man; there was no question about that. He would become the best of the heroes without compromise and without sacrifice. The Scarlet Spider could feel the blood flowing from his wound. He shot a bit of webbing onto his back, covering the stab wound.

'That's a very temporary solution,' He thought.

His blurry vision began to steady as he looked to Peter. He was stuck in Venom's grip, with Green Goblin heading towards him. Everyone else was either pinned down or unconscious because of the other villains. Clutching the spot of webbing on his back, Scarlet Spider forced himself off the floor. But he promptly fell to his knees, his muscles aching.

'Damn it, my bodies screaming at me, telling me I've had enough. But if I don't move Pete either gets eaten or burnt to a crisp by Osborn. Come on, get up, help him!' He both encouraged and pushed his muscles to move.

Doctor Octopus lifted Jessica off of the ground, holding her up by her arms. She glared at the man as he ripped off her mask.

"Believe me when I say I'm sorry Jessica, all of this isn't me, I'm a scientist not a murderer," Otto said.

"Past and present evidence to the contrary," Jessica snapped.

Otto frowned before grabbing Jessica's neck with another tentacle. She gasped for air while her legs dangled. Carefully aiming her finger, Jessica fired a blob of webbing into Octavius's glasses. He yelled as he tugged at the webbing. His tentacles flailed around, throwing Jessica aside and hitting Kraven in the back.

"Oh shit, why didn't I see this coming?" Deadpool asked before a tentacle hit him in the back.

"Doc, calm down," Electro said.

"GET IT OFF!" Otto yelled.

Peter slammed his fist into Venom's side. Eddy merely laughed before slamming Peter against the floor.

"Your too weak Peter, it was only a matter of time before you got killed, I'm just speeding up the process," Venom grinned.

"NO! HE'S MINE TO KILL!" Norman yelled.

Green Goblin flew at Venom, grabbing him and lifting him off the floor. Venom screamed as flames spread across his body. His tongue shot out of his mouth, slashing Osborn across the face. Norman let got of Venom, who grabbed his leg and slammed him into the ground. Venom then punched Osborn across the face, sending him flying onto a construction ground.

"Come on Peter, watch me get rid of Osborn for you," Eddie laughed as he gripped Peter's leg.

"PETER!" Mary Jane screamed.

Venom threw Peter, sending him rolling across the air. He landed on the sand, rolling across the construction ground. Peter weakly shook his head as he got off the ground. A fist suddenly flew into his face, knocking him down to the ground again. Norman kicked Peter across the head, drawing blood from his mouth. He punched a concrete pillar, admiring the metal pipes inside it. Tearing one of the pipes off, Osborn slowly turned back to his human form.

"I would have killed you, even if I wasn't sent a message, you had to be a hero didn't you Parker? You had to be better than everyone else with your self-righteous talk of responsibility and duty. Well your little acts of heroism have gotten you here Parker," Norman explained.

"Your insane Osborn," Peter growled.

Norman yelled in fury as he slammed his foot into Peter's chest.

"I'M NOT CRAZY! THIS HAS TO HAPPEN! SPIDER-MAN MUST DIE!"

"You've always been selfish, now we can add crazy to it, what's the point of it all Osborn? Will your relationship with your son magically be prepared? Will you magically get your role as a captain of industry back? The answers no, YOUR NOT GOING TO GET ANY OF THOSE THINGS BACK!" Peter yelled at the man.

"But you'll still be dead," Osborn said calmly.

He raised the spike over his head, ready to plunge it straight through Peter's chest. Doctor Octopus finally tore the webbing off of his eyes, glaring as he looked for Spider-woman.

"Nothing's going to stop us this time Jessica, not Parker, not the Ultimates and certainly not some mockery of life like you, you hear me Jessica? YOUR NOTHING BUT A MOCKERY!" He screamed.

"HEY OCK!"

Otto turned around just as Jessica jumped towards him. She swung her fist round, punching Octavius right across the head. He fell to the floor, his tentacles breaking apart as he fell unconscious.

"For your information, I'm not a mockery, I'm me…I'm Spider-woman," She whispered before turning to Venom.

The black creature swung using Peter's webs; his target destination was the construction ground. Jessica then looked to where Michael had been. But much to her shock, the Scarlet Spider was nowhere to be seen.

* * *

Nels Van Adder ran through the corridors of his facility. He giggled as he imagined Fury's face, a look of horror over the revelation of his plans. Everything the Jackal had done had been for his revenge against Fury. Van Adder came to a stop as he heard the sound of repulsor rays being fired. Inside the lab, War Machine was firing repulsor blasts into the ceiling.

"What's this for Walker?" Rhodes asked.

"Fury told us to launch this thing into orbit, whatever it is we need to destroy it before it goes off," Walker explained.

He knelt on the ground, covering Carol's unconscious form with a white sheet. Taskmaster fired an assault rifle, mopping up the clones that had been left by Van Adder. Blonsky grabbed the sides of the symbiote bomb, heaving if over his head.

"God this thing is huge," Blonsky growled.

"Just throw it as hard as you can Blonsky," Rhodes said.

Blonsky nodded his head and threw the bomb with all his strength. War Machine quickly flew after the bomb, charging his Uni-Beam as the bomb flew into the air. He fired the Uni-beam on his chest, hitting the bomb. The beam pushed the bomb further into the sky, increasing its speed. The bomb flew past the Earth's orbit and floated into space. War Machine watched the bomb float away. Whatever that device did it wasn't Earth's problem anymore.

On the ground, Jackal sighed but did nothing to affect his mood. Despite the loss of the bomb his plans had still been fulfilled. Now all he had to do was get out of his base. He rounded a corner, only for a fist to knock him to the ground. Nick stood over Van Adder, backing the man into the wall.

"Fury, how lovely to see you again," Van Adder laughed.

Nick punched the man across the face again, giving him a black eye.

"Its over Van Adder, you failed," Fury growled.

"On the contrary Nicky, everything worked out perfectly, you see that bomb you had your boys knock into space is obviously going to cause problems later on. Then there are your illegal activities that have recently come to light, as well as the attack on the Triskelion and your use of criminals with the Thunderbolts. Every choice you've made is finally crashing down on you, your careers over Fury," Jackal spat at Fury's cheek.

Nick evaded the saliva and grabbed Jackal's neck, lifting him off the floor.

"I can always get my job back, you think this has stopped me from protecting the world?" Nick asked.

"Probably not, but breaking your heart was enough satisfaction," Jackal giggled.

"What are you talking about?"

"The Carnage suit bought Peter Parker back to life, the "Scarlet Spider" freed him. That's right, young Parker is back amongst the living, the boy you swore to look after is back. But soon he'll be killed again, and you'll have to bury him again. The only person you've ever cared about is GOING TO DIE!" Jackal yelled, his laugh echoing through the corridors.

Nick glared at Van Adder, his anger boiling as he tightened his grip on Jackal's neck. He jerked Van Adder's neck, silencing the man forever. Dropping Van Adder's body to the floor, Fury walked back down the corridor.

"Rhodes, get us another transport, we need to get back to Manhattan right away," Fury said.

* * *

Norman Osborn yelled as he swung the spike down towards Peter. But much the man's shock and anger, Peter rolled out of his way. Osborn stabbed the spike into the ground, putting it there firmly as he grabbed Peter's leg. His skin changed a green colour as he threw Peter across the sand. He walked towards the boy, stopping as another Spider-man landed in front of him. Scarlet Spider stood in Osborn's way, his legs shaking as he glared at Osborn.

"You're not going to stop me boy, PETER PARKER WILL DIE!" Norman screamed.

Michael yelled as he swung his arm round. He delivered a swift uppercut to Norman's chin, lifting him off the floor. The force of Michael's punch threw Norman back, landing right on the spike he had dug into the ground. Peter and Michael both widened their eyes as the spike pierced through Norman's chest. His body remained still, his eyes wide in a frozen state of surprise.

"No…I didn't mean to," Michael whispered.

Venom smiled as he landed in front of them. He looked at Osborn's body in satisfaction, and then looked to Peter and Michael, the latter of whom was struggling to keep on his feet.

"I guess you guys wont need to worry about Osborn anymore, but that doesn't mean that Peter's safe from me!" Venom snarled as he walked towards the two Spider-men.

His nails sharpened as he approached his targets. Saliva dripped from his tongue while his teeth grinded together. The Scarlet Spider raised his hands, his feet shuffling as he slid into a fighting stance. Venom laughed, rolling his head back as if genuinely amused.

"Its over you idiot, there's nothing more you can do to stop me, Peter would struggle against me, what more do you think you can possibly do?" Venom asked.

"There's a flaw in your logic Brock, your assuming I'm Peter, but I'M NOT!" Michael yelled.

The Scarlet Spider fired a web past Venom's head. With precise aim and timing, Michael split the webs into multiple lines, sticking them to a half constructed pillar. Grabbing the line with both hands, Michael yanked the pillar off the ground, pulling it straight into Venom's back. Eddy stumbled forward, his eyes wide in shock before Michael punched him straight across the head. Pulling on his web line again, Scarlet Spider hit Venom with the pillar again. He wrapped the webbing around his left knuckle, punching Venom's face with his right. Ducking under the swings of Venom's arms, Michael swung the pillar into Venom's back and punched him in the side. He pulled on the web line again, the pillar shattering as it made contact with Venom's shoulder. Scarlet Spider growled in fury as he delivered swift and hard punches to Venom's head, breaking his teeth. He slid underneath Venom's legs, dodging a crushing punch. Grabbing a pile of sand, Michael threw sand in Venom's eyes. He then jumped back as Venom flailed his arms around.

"What the hell, I've taken punches from Peter, he doesn't hit anywhere near as hard as you," Venom growled.

"I AM NOT PETER!" Scarlet Spider yelled.

He launched an impact web, hitting Venom in the chest. Then he jumped and kicked Venom across the face. He span in midair, slamming his heel into Brock's shoulder. Jumping off of Venom's shoulder, Michael launched himself into the air. He fired two webs, either side of Venom. Pulling on the webs, Michael launched himself into Venom, knocking him to the ground. He pulled his fist back, punching Venom as hard as he could. Slamming his fists into Venom's face, Michael kept on hitting the beast as blood began to stain his gloves and mask. The ground shook as the Scarlet Spider poured all his strength into his punches.

"We hold back, Peter and I, but I wont hold back with you Brock, I'm a murderer, SO ONE MORE DEATH WONT BE TOO HARD!"

Jessica ran as fast as she could across the street. She cursed as Deadpool and Electro got in her way. Dodging their blasts, Spider-woman back flipped towards Sandman. She jumped as Sandman swung his fist round. Dodging Sandman's punch, Jessica then back flipped again. She landed on Kraven, kicking him across the head to knock him out again. Then she ducked, dodging fire from Deadpool's blaster. The cyborg ran forward, brandishing two knives.

"Oh this is so fun, okay voice actor talk now, Josh Keaton for Spidey and Christopher Daniel Barnes for Scarlet Spider, ha ha you see what I did there? But what about you Jessie, whose good enough to play you?" Deadpool asked as he swiped his daggers at Spider-woman.

Spider-woman let out a yell before punching Deadpool in the cheek. Time seemed to slow down as Deadpool was thrown aside by the punch.

"Oooooh Nooooo Noooot Agaaaaiiin!" He said as he flew towards Kitty.

Kitty grinned as she phased through Deadpool. He rolled across the floor, his cybernetic parts sparking as they broke apart. Electro hovered over the two girls, smiling as he charged an attack. Suddenly, Reed Richards jumped at Electro, wrapping himself around the electrified man. Reed rolled across the floor, tightening his grip on Electro, taking every bit of energy Electro unleashed.

"Rubber insolates Electricity asshole, you ain't coming out until you've calmed down," Reed growled.

"I'm not done yet," Sandman said as he crept towards Reed.

"FLAME ON!" Johnny yelled.

He thrust his hand forward, consuming Sandman with a fire blast. Sandman's scream faded as his sand like form transformed into glass. Johnny's flames faded as he fell to the floor, falling into unconsciousness.

"We need to get to Peter right away," Kitty said.

"You don't need to tell me, wait, where's Mary Jane?" Jessica asked.

Michael huffed and puffed as he continued to pound Venom's face into the ground. He narrowed his eyes in fury as Eddie's broken and bleeding face appeared before him.

"Pleease, No more," He could barely speak because of his broken nose and jaw.

The symbiote quivered as it began to crawl away from Brock's weakened form. Michael got off of Eddie and walked towards the weakened symbiote. He grabbed two pipes off the floor and slammed them together. The symbiote seemed to scream at the echo of the two pipes. Michael stabbed one of the pipes into the symbiote and smacked the pipe again and again.

"Pleeease, don kill it," Brock weakly begged.

"I told you, one more death wont be too hard. You tried to help them, those selfish bastards who wanted Peter dead, the suit wasn't even influencing you. A selfish part of you actually wanted Peter gone and for what huh?" Michael asked as he turned to Brock.

Brock said nothing, looking up through his black eyes in fear at the Scarlet Spider. Michael looked up at the pipe in his hand and then frowned as he looked at Brock.

"Don't do it," Peter said.

Peter weakly limped towards Michael, clutching his bruised ribs.

"It wont end unless he's gone, he's insane…a monster!" Michael growled.

"He needs help, and besides that we're supposed to be better than that."

"You are, I'm not, because I'm not you," Michael shook his head as he raised the pipe over his head.

"Your right Michael!"

Peter and Michael looked to Mary Jane in shock as she stepped out of her hiding place.

"Please, don't do it, your not Peter true, but your like him…your not a murderer, you're a hero like him!" Mary Jane said.

Michael dropped the pipe and stepped back. He rubbed his head as he fell to his knees.

"I'm not a murderer…I'm whoever I want to be," He said weakly.

He fell back, landing in Peter's arms. Mary Jane ran to Peter's side, gripping his shoulder as they looked down at Michael.

"FREEZE! EVERYONE GET THEIR HANDS UP!"

The three teens looked up to see several S.H.I.E.L.D. agents aiming their guns into the construction ground. They ignored the agents as they began to call for prison trucks and ambulances. Michael's vision blurred as he looked at Mary Jane and Peter together. Peter gripped his hand, looking him in the eyes.

"You did it Mike, you're a hero," Peter said.

Michael weakly nodded his head as he loosened his grip on Peter's hand.

"We've found the clone, get cuffs ready!"

"Screw your cuffs, GET HIM AN AMBULANCE!"

Next Final Chapter: New Status Quo

* * *

Next time will be the closing moments of the story as things change for "this" Ultimate Marvel universe, hope everyone's enjoyed the story


	19. Final Chapter

Disclaimer: I dont own Marvel

HEre is it, the final chapter. Its been a long road with some delays, it started with something I never though would happen, and it ends with something I hope everyone is hoping will happen in the Ultimate Marvel universe. Suffice it to say that this is a definate AU

Thank you to everyone who stuck around and read and reviewed my story. Enjoy the final chapter!

* * *

The Scarlet Spider

Final Chapter: New status quo

His breathing was slow and his vision blurry as he woke up. He felt a draft of air across his face. Looking to his right he smiled as he saw Mary Jane sitting beside Peter. Michael then blinked in confusion as he sat up.

"Wait, where am I?" He asked.

"The hospital buddy, you just got out of surgery so don't move around too much," Peter said.

Michael looked at himself; he was dressed in a hospital gown, his cuts and bruises wrapped with bandages. Peter was sitting in a bed beside him, his own injuries treated. Also standing in the room were Kitty and Johnny. Mary Jane possessively kept a hold of Peter's hands, her eyes tingling with a mix of joy and sadness. Peter picked this up and lightly touched her cheek.

"I'm not going anywhere," he whispered.

"Uh maybe you two should get a separate room," Johnny said.

Kitty elbowed his chest, causing Michael to laugh silently. Much to Peter and Michael's shock, Aunt May and Gwen both walked into the room. Gwen was dressed in some baggy sweat clothes, provided to her by the hospital, while May was wearing a nightgown from home. Michael looked outside and saw that it was a bright day.

"How long have I been out?" He asked.

"A day, the agents that recovered us took your costume off and got you to a hospital. They were ready to lock you up before, but then they suddenly got a call on their radio. Apparently the guy that was commanding them was a big fan," Peter explained.

"And the Triskelion?"

"A few prisoners got out, but no one we have to worry too much about, they've already got a construction crew repairing the place," Johnny said.

"Now that we've explained that, I think its time we had a good talk," May's eyes narrowed at Michael as she sat between him and Peter.

Both boys trembled slightly as the woman looked at them both disapprovingly. May suddenly threw her arms around both boys' necks, gripping them in a hug.

"My boy," May kissed Peter's head, tears rolling down her face. "Your back, I don't know what I would have done if you died for real this time," The woman then hugged Michael's head.

"I don't understand," Michael said.

"Even though you killed him before, you did everything you could to save him, even when all the other heroes wanted him dead. You share Peter's DNA, that makes you family in my eyes!" May explained as she moved her left hand to Peter, hugging both boys as best she could.

Michael gripped May's hand and let out a few tears. He looked up and considered the opportunity before him. Would he still have a choice with everything that had happened? He still couldn't forget the blood on his hands, even if the courts did.

"Come on people, time to go, our patients need some rest," The nurse said as she entered the room.

"We'll talk some more later," May whispered to Michael.

The others slowly left as the nurse began checking the monitoring equipment in the room. Much to Peter and Michael's shock, the nurse promptly shut the door and turned to them with a disapproving look in her eyes. It was then that her form began to flicker like a hologram. The image of the nurse was quickly replaced with that of an angry Nick Fury. Michael squeezed his hands into fists as he lunged forward.

"YOU SON OF A BITCH!" He yelled.

"Michael careful, you'll open up your stitches," Peter said.

Nick shook his head as Michael lied back down, cringing in pain. But Michael's contempt for Fury never faded. Peter too looked at Fury with a frown. Kitty had told him of the revelations that took place at the Triskelion. Michael didn't know yet, but over the time he spent in surgery, Fury's command had been dissolved. He was no longer director of S.H.I.E.L.D. His reputation had been ruined. To the public it was because of his recent failures, but every hero knew that it was in fact about what Nick had done to the original Michael Van Patrick.

"Things are about to change boys, you should both be in a lab, but the new director has a big interest in you two," Fury said.

"Whose in charge of S.H.I.E.L.D. now?" Peter asked.

"A guy called Helmut Zemo, we assigned him to watch your school, but he turned out to be doing a whole lot more than that."

"What do you mean?"

"He was gathering dirt on you wasn't he? Good," Michael glared at Fury.

"I did some things that you might not agree with, but I did it to keep the world safe," Fury crossed his arms, justifying himself to the two teens.

"Wow, it would have made more sense for you to say your country, hell a lot more people might have agreed with you then," Sarcasm dripped from Peter's mouth as a frown formed on his face.

"Yeah maybe you would have done differently if you were in charge but you weren't. You're a kid Peter, you don't know what it takes to protect the world, the sacrifices that have to be made!"

"You blackmailed someone into joining S.H.I.E.L.D. put together a death squad for one man who was just as much a victim as I was, and you had robots built specifically to kill me and my clones, who you would have locked up along with everyone else in the Triskelion, **without trial**, as if they weren't human anymore," Peter explained.

The young man looked Fury in the eye, never showing any signs of being intimidated. It reminded Fury of the boy's father, never faltering ever, never compromising his moral code. Nick put his hands in his pockets, leaning against the wall and sighing.

"That doesn't matter, Zemo's going to change everything, and he's leaving you two alone, he hasn't even told the joint chiefs about you," Nick said.

"But why?" Michael asked.

"Obviously to get some kind of favour out of you, even when you turn eighteen he's going to leave you both alone. But at some point he'll use that as leverage to get you to work for him. You do one job for him and he leaves you alone forever, but that job might be something that damages the world, something that'll make everything worse!"

Michael let out an exacerbated sigh as he slammed his hand into the bedside table.

"Everyone but you has to be wrong don't they Fury? No one but you can lead S.H.I.E.L.D. That deluded and arrogant mind set is exactly what leads to the fall of great leaders, "sure its time for another person to take the lead, sure the democratic system demands that I not lead, but I must lead simply because it is my right", go to hell Nick Fury, do everyone a favour and die," The young man growled as he leaned his head back into his pillow.

He clutched his sides, panting in exhaustion. Peter's expression was emotionless as he looked at Fury. His gaze turned to a look of pity as he turned away from Nick.

"I cant respect your attitude Fury, I once thought I could, but after learning how far your willing to go for your career I realise that the one person I don't want leading me is Nick Fury," Peter explained.

"Peter, what I did was going to save lives," Nick said.

"Maybe, maybe not, but what I do know is this Fury, it isn't about thinking good intentions, its about doing good and taking responsibility for your actions! The same way I have to take responsibility now," Peter sighed.

Nick lowered his head as he turned away from the two boys. He sighed as he removed a remote from his belt. Pressing a button on the device, Fury activated the short-range teleporter and promptly disappeared. The two Spider-men both lowered their heads, wondering what would happen now?

* * *

Gregory Stark now sat in a common prison cell. Tony himself had insisted that Gregory not be put in any high tech holding cell like the ones at Rykers. Common iron bars now separated Tony from his brother. Gregory was dressed in an orange prison jumpsuit, his hair wasn't styled and he looked like he hadn't gone through any of his usual grooming. All in all the richest and smartest man alive was now a common con.

"What are you here for Tony?" Gregory asked. "Come to gloat? Well go ahead brother, you're the righteous one as always!"

Tony's face remained emotionless as he looked at his brother.

"Well, go on, say it Tony, come out with some quip like "I told you so" or some self righteous speech "you were wrong brother, it isn't about being right but doing right," say something damn you," Gregory grit his teeth together as he leant against the bars.

But for once Tony Stark said nothing. He simply turned away from his brother and walked towards the exit. Gregory sat on his bed, his mouth and hands trembling as he covered his eyes. After everything he had done to surpass Tony, his brother didn't even have to say anything to prove that he had won.

* * *

Steve Rogers stood in the office of the new director of S.H.I.E.L.D. His shocked expression seemed to have put a smile on the blonde haired man's face.

"Did you want me to repeat the order Mr Rogers?" Zemo asked.

He casually stirred the cup of coffee he was drinking. Steve did his best to keep his anger in check, to avoid an outburst.

"I heard it sir but why? Why am I being dismissed?" Steve asked.

"You've achieved a great deal of things Mr Rogers, but World War 2 is over, so is your haunt for the Chitauri, you've gone beyond the call of duty and performed exceptionally. Think of this as the perfect retirement plan, access to an early pension, a gift very few servicemen get," Zemo explained.

"I want to remain in service sir, I want to serve my country and help its people," Steve said.

"Many retired servicemen take up other jobs, volunteering, law enforcement, do whichever makes you happy…but leave the shield behind!"

Steve widened his eyes in shock, gritting his teeth together.

"I've been Captain America for…"

"Decades I know, its time someone else inherited the role soldier, along with that shield. Your services are no longer required, I already have several soldiers in mind to become your successor, alls they need is the shield, keep the uniform if you like as a memento!" Zemo smirked.

"The president will…"

"The president understands my logic Mr Rogers, Captain America is an identity owned by the US government and he agrees that it's about time someone else took the responsibility, don't make this personal Mr Rogers," Zemo interrupted Steve again, his smirk never fading.

Steve removed the shield from his back. Glaring at the director in anger, Steve then raised his arm. He crashed the shield into Zemo's desk, leaving it there as he grudgingly saluted the man.

"Thank you for the notice sir, good luck with your new career, just make sure you find someone who can represent the ideals of this country well," Steve explained.

Despite the damage to his office, Zemo returned Steve's salute. Once Steve got outside the Triskelion, he slammed his fist through the side of the transport ferry. Not even the pain on his hand eased his anger. Clint stood on the ferry, looking down at Steve and sighing.

"Poor guy," Janet said.

"Everyone in S.H.I.E.L.D. either gets a new posting or a promotion, hell Agent Chang got an office job in the city," Clint explained.

"They're setting up offices in broad day light now?" Thor asked.

"Yes, some people are getting put into new teams, promoted, demoted depending on their service record and in some cases even being let go, at least that was the case for me!" Carol said as she stepped onto the deck.

She was dressed in civilian clothes, and beside her stood Mahr Vehl in his human disguise.

"Everything's changing," The soldier from space said.

"Everyone loyal to Fury is being put somewhere where they cant make a difference, Steve's no longer Cap, Scarlet Spider's no longer public enemy number one," Clint listed off the changes.

"Young Parker is back from Valhalla, and the whole city now knows who he is," Thor continued the list, looking at the sky.

"This is only the beginning," Steve said as he walked onto the boat.

"Hank's been given a new job in the Triskelion, he's working in the lab while that Thunderbolts squad has been given the same clearance and status we once had," Janet explained.

"But the biggest thing of all is that Fury is now public enemy number one, a terrorist to be brought in and imprisoned on sight."

Steve turned to his fellow Ultimates; even Carol could now be considered a new member.

"Our duty is still clear, we protect the world when it needs protecting, we're no longer fighting for America exclusively, but the whole world. Helmut Zemo has his own agenda, and when he puts his plans into action, we'll be ready to stop him. The world still needs hero, now more than ever!" Even though he lost the shield, Steve Rogers's goal and mission was clearer than ever.

The Ultimates smiled despite the situation. Baron Zemo may have been in charge, but their own goals were now clear. Fury was in exile, and they would continue to pick up the pieces and be ready for when he came back.

* * *

Two days passed and the Ultimates announced expansions to their roster. Carol Danvers joined as a liaison to the government. James Rhodes, relieved of his job in S.H.I.E.L.D. joined the Ultimates as a replacement to Iron Man. Tony Stark left to take control of his brother's company. Gregory is serving a twenty-year to life sentence, but is apparently cooperating with S.H.I.E.L.D. investigations against Fury. Mahr Vehl now works as part of the Ultimates, while Vision provides them with further Intel to possible extraterrestrial threats. New hero Darkhark has now become a member of the team. Steve and Janet jointly lead the team, and also work on a new costume for Steve.

The Thunderbolts have expanded and risen to celebrity status. Helmut Zemo personally paid for a site to bury Eric Josten, who still remained in giant form when he died. Josten was giving a posthumous promotion to Lieutenant and awarded several medals of honour for his brave actions. The hundreds of agents that he helped to save all attended his funeral. Mellissa was relieved of duty in the Thunderbolts and fortunately the cut to her throat was not life threatening. She now attends college and prepares for her dream of working in the theatre. Abner Jenkins was given upgraded armour and continues to lead an expanded roster of the Thunderbolts. His new teammates include multiple heroes and several criminals seeking redemption, with the Scorpion Parker clone as one of them.

Harry Osborn lives as close of a normal life as he can. He regularly sees psychologist Karla Sofen, who he continues to confide in. While Steve Rogers was stripped of his role as Captain America, the shield itself was passed onto John Walker. He wields the shield but goes by the name US Agent. Monica Chang now works as a public relations officer in one of S.H.I.E.L.D's first public offices. Because of this new posting, she is now closer to her child. Taskmaster continues to work for S.H.I.E.L.D. but he has moved from black ops work to training. He now works as a drill sergeant for recruits. Blonsky now works for a taskforce dedicated to hunting the Hulk. Banner's clone Nerd Hulk works as a researcher alongside Pym.

Wilson Fisk was revealed to be the Kingpin of Crime and imprisoned in a S.H.I.E.L.D. prison. He continues to pay for the care his wife receives. Edward Brock was imprisoned in a mental institution. The symbiote suit was locked away, while S.H.I.E.L.D now tracks Van Adders sold symbiote bombs. Nicholas Fury has disappeared from the public eye. But mysteriously the suspicions about the original Michael Van Patrick were lifted to an anonymous letter that finally revealed that Michael's strength was hard earned. The numerous schools that Michael Van Patrick attended now recognise him as a record setter. His track record has yet to be broken.

* * *

"So what happens now?" Michael asked, as he got dressed.

He and Peter had both been discharged from hospital. Mary Jane, Gwen and May both stood waiting for them. A mass of cameramen and journalists also crowded the entrance of the hospital. They had yet to discover Michael's identity as the Scarlet Spider and even his status as a clone of two people. Their focus however was Peter, reporters wanted to grab an interview with **the** Spider-man.

"Vultures," Gwen growled.

"Its actually pretty flattering when you think about it," Mary Jane said.

"What? MJ seriously those people are only interested in Pete's story, they don't care about the right to privacy or everything we had before Peter's identity was outed," Gwen explained.

"Lets appreciate what we do have though, a new home, new start and above all each other," May smiled as she hugged Peter.

"Wait a sec, a new home, where did you get that?" Peter asked.

"Someone's offered us a place to live, in fact I'd better give them a call so that they know where to find us."

While May took out her phone, the teenagers looked uneasy as one of the doctors looked towards them. He had some kind of injury to his leg, forcing him to use a cane for support. Walking towards them, May got a better look at his nametag. It read "D. Blake". A kind expression crossed the man's face as he spoke up.

"Excuse me miss, if you and the kids are looking for a quiet way out, there's a fire exit just around the corner there," He said, pointing them in the right direction.

"Thank you," May whispered.

As May led the kids to the fire exit, she relayed their location to their lift. Peter noticed both MJ and Gwen smiling. When they got out of the hospital, Peter looked at the black pickup truck waiting for them. The doors slid open, revealing Johnny Storm and Jessica Drew.

"What are you waiting for new room mate, come on in," Johnny grinned.

"Johnny, but where are we going?" Peter asked.

"Where else silly? The Baxter building has more than enough room for us," Jessica chuckled.

The group climbed into the pickup truck. May joined Sue in the front seat, letting the teens sit in the back and talk amongst themselves.

"I didn't know people's voices could actually do that, is that Deadpool guy still alive?" Johnny asked.

"He is, despite Kitty blowing him up, but why are you asking?" Jessica enquired.

"He was an all right guy, he was actually pretty funny."

"Dude, I'm funny, that guy was just crazy," Peter said.

Peter looked at the others as they turned their heads away.

"What? I am funny, Aunt May I'm funny right?" He asked.

"Of course you are honey," May said, then slowly shook her head as she looked to Sue.

"So the Baxter building, are we gonna call ourselves the Fantastic seven now?" Jessica asked.

"Six more like it," Michael muttered.

"What was that Michael?" Gwen asked.

"Listen guys, I've been thinking, I had spent so much time on my own, thinking that I was the clone of Peter Parker, then I suddenly learn that most of my DNA comes from Michael Van Patrick, explaining why I looked different from Peter. My desire to be called Michael Van Patrick, it came from him, I've spent so long being guided by my genes, by Peter and Michael that I haven't had time to forge my own life. Don't get me wrong I still want to be a part of your lives; I want to be there for all of you as a friend or a brother even. But above all that I want to go out there, learn more about myself and start defining myself!" Michael explained.

"I get it, you want to be your own man," MJ said, clicking her fingers together.

"Then we'd better have a talk with Reed, cause he'll need to get you phones and an ID," Sue said.

"Michael Parker, that's what I want my passport to read!"

May and Peter widened their eyes for a moment before they both smiled. Peter slapped Michael across the back. The atmosphere inside the van was jolly for the rest of their trip. When they arrived at the Baxter Building, Peter was shocked to see all of his stuff was already there. Sue spoke to Reed about Michael's new ID, while the others settled in. Peter looked at Jessica and Johnny in confusion as they promptly retreated to a bedroom. His confusion faded as MJ took his hand.

"Welcome home," She said.

"I promise, I wont go anywhere this time, I'll be a smarter and better Spider-man now," Peter explained.

"With a new and better costume," MJ grinned.

"Hey, my costumes iconic, that's the one thing that isn't gonna change!"

Michael stood in the bathroom, looking at himself in the mirror. He looked at the scissors and razor on the side. Taking the two items, Michael began to cut.

"Hey Johnny, you got time for a game of CoD?" Ben asked as he opened Johnny's bedroom door.

The Thing widened his eyes as he saw Johnny and Jess curled up together on the bed.

"BEN GET OUT!" they yelled.

"Thank go you two hadn't taken any clothes off, next time put a hat on the door," Ben muttered, slamming the door behind him.

Michael walked out of the bathroom, shocking everyone at his new appearance. He had shaved his hair on the back and sides and cut his fringe to a shorter style.

"Pretty good, although you probably need someone to cut behind the ears," Gwen said, running a hand across the side of Michael's face.

"Well uh, thanks for the offer Gwen," Michael sheepishly chuckled.

Soon after, Reed and Sue walked into the room. Reed held a set of papers and a passport. Michael looked inside the passport, seeing his old school photo. He also noticed that Sue was holding a case of some kind.

"We've included birth certificate, references in case you need a job and some money to get you started," Reed said.

"More importantly we included a phone to keep in touch," Sue smiled as she handed Michael a phone.

She then gave Michael the case she was carrying.

"It's a little something we put together, Mrs Parker and Gwen both contributed believe it or not," Reed stated.

"Something to say thank you, and welcome to the family," May said.

Michael opened the case and gasped in awe. It was a new costume, one consisting of red and black colours. Most of the suit was red from the feet to the shoulders. The shoulders were black, joining with the black mask, which also had red eye lenses sown into it. A black spider was emblazed on the chest, while the fingers for the gloves were black.

"Incredible, thank you for everything Mr Richards, Miss Storm," Michael nodded his head to the two scientists.

"No problem," Reed smiled.

"Just make sure you keep in touch little brother," Peter grinned.

"Little, we're genetically the same age," Michael growled.

"He wont keep in touch," MJ sighed.

"Please Michael, call us every once in a while," May said before she pulled Michael into a hug.

Michael sighed as he closed his eyes. He rubbed his "mothers" back, holding her as tightly as any child would. When they separated, Michael lowered his head slightly at the tears in her eyes. May shook her head, smiling at Michael. She shed tears of joy for a new member of the family. Gwen wrote something on a small note before putting it in Michael's hand.

"Here's my mobile number, and this…" Gwen suddenly tugged on Michael's shirt.

The people around them grinned as Gwen pulled Michael's lips to hers. His eyes remained wide in shock as she brushed their lips together. When they finally separated, Gwen smiled at him.

"That is a little something to make sure you call back, next time you're in town Michael," Gwen winked before she walked away.

Overcoming his initial shock, Michael grinned, his cheeks flushed as he gripped the paper.

"Thank you everyone, especially you Pete, I probably wouldn't be who I was today if not for you," Michael said.

Peter nodded his head and extended his hand. The two Spider-men shook hands before hugging one another, as brothers would.

* * *

But before Michael could begin his path to independence, he still had one more thing left to do. Calling on a favour from Xavier, Michael got a lift to Texas. Once there he visited one specific hospital, and one specific patient. He claimed he was a friend of the patient's son, a lie that actually made Michael feel guilty. With Charles and Logan waiting outside, Michael took a seat by the bedside of Brian Patrick. A few years after the death of his son, Brian got sick with cancer. He lay unresponsive in a bed, a mask over his mouth with monitors showing his weak heart rate. Michael took Brian's hand in his and gripped it tightly.

"Hey "dad", its me Michael, if you can hear me just know that you were right, it was Fury, well at least one of Fury's men. The whole world knows the truth now, you were right dad, you were right!"

A breath escaped the ill man's mouth. Michael widened his eyes slightly as he felt the man squeeze his hand. Brian's grip then weakened as his breathing faded. He peacefully closed his eyes, a smile crossing his face. His heartbeat slowly began to flat line. Tears ran down Michael's face as he felt the man's life fade.

"Goodbye dad," He whispered.

Charles erased the nursing staff's minds. They never knew that Michael was there, so they believed that Brian Van Patrick's time came. His time did come; he held on just long enough for someone to put the injustice committed against his son right.

* * *

LA was new territory for Herman Schultz. There were plenty of stars he could rob and the businesses were prospering just enough for him to make a profit out of them. Of course he did this by stealing from them. Lifting his moneybags over his shoulder, Shocker ran as fast as he could out of shop. He sighed in relief as he reached an alleyway.

"Wow, great minds do think alike!"

Shocker quivered in fear as he turned his head. Alls he saw was the colour red before a fist flew into his face. Police arrived to see Herman hanging off of a lamp post, the bags of money rested neatly on the curb. The leading detective looked at the webs in confusion before pulling a small note off the bags. He laughed slighly as he read the message:

_You never know who you run into up here, you leave to get away from the old faces and they just follow you Lol!_

_One idiot gagged for LA's finest_

_Courtesy of Hollywood's new resident, The Scarlet Spider!_

* * *

Days before the debut of LA's newest hero, Director Helmut Zemo was removing a shield from his desk. He shook his head at the American symbol before throwing it to the floor. Taking a seat at his desk, he called his second in command into the room. She was an attractive woman with black, red streaked hair, glasses resting on her nose.

"Miss Hand, make sure my secretary knows that Mr Rogers is banned from my office," Zemo said.

"Yes sir, I have a report on the symbiote bomb investigation, one was apparently sent to Latveria sir," Victoria Hand said.

"I see, I'll be sure to put a squad together, anything else?" Zemo asked.

"Yes, Nels Van Adder is dead, but in Fury's final report he implied that Adder may have had an accomplice, someone who was able to kidnap Danvers and provide Adder with intel," Hand explained.

"Miss Hand, don't you think Fury would say anything to justify his incompetence? Besides the man killed Van Adder himself, that makes him a chief suspect, another one of his career making plans that backfired," Zemo sighed as he flipped through the pages of Fury's report.

"Sir, surely we must plan for the possibility of Van Adder having had an accomplice, it makes sense in terms of security to…"

"Calm down Miss Hand, don't worry so much, Peter Parker is back from the dead, Fury's out and it's only a matter of time before we catch Doom and every other criminal that escaped the Triskelion," Zemo explained as he got up off his chair.

He turned around, looking out of his window, his smirk never fading.

"Everything worked out in the end!"

* * *

At the same time, two prisoners were awakening inside the Black Ops lab. Kaine looked at his surroundings and his bandaged chest. He looked to his side, seeing the Korean spider clone with an equally bewildered expression on his face. Their eyes moved to the door ahead of them as it opened. Citizen V walked into the room, missing his cloak and sword.

"Well done, both of you," He said.

Kaine narrowed his eyes at the masked man. He could have sworn he had heard his voice somewhere before. Spider's face however was fixed in a state of shock.

"Zemo's men recovered you from the scene, treated your wounds, Nerd Hulk even went as far as to repairing your cellular damage. I'd offer you a mirror but…" Citizen V paused to chuckle as he read Kaine's shocked expression. "That's right, you're your own person now, not just a copy of Spider-man and MVP!"

"Impossible, your not supposed to LIVE THAT LONG!" Spider yelled.

Citizen V walked over to Spider, gripping the man's hair. He thrust his hand forward, digging an object into Spider's neck. Kaine widened his eyes as foam gushed out of Spider's mouth. He then saw the stingers imbedded in Citizen V's wrists. The stingers promptly retracted as V stepped into the light.

"That guy wasn't needed, you however are Kaine, Zemo's plans ended with him in charge. My plans however go far beyond that of S.H.I.E.L.D." V explained as he reached for his mask.

He peeled the mask away from his face, revealing a brown haired, brown-eyed man in his early thirties.

"It is our duty to make sure this world and its super humans become the heroes they **have** to be…after all…with great power, comes great responsibility!"

The End

* * *

There we are, finally finished with the possibility of a sequal. Michael's new costume is based on the new Scarlet Spider's costume, which I think is pretty badass. As for the ending well, I might pick up this universe again to write a sequal detailing Citizen V's (you have to know who is now, you just have to :) plans against Director Zemo, which would also include a mini-series about the new path the heroes have all taken. The Sequal might include the Ultimization of multiple famous characters, including even Spider-man 2099.

So tell me what you thought of it and thanks again for reading


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